Common use of Certain Matters Relating to Accounts Clause in Contracts

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral such Agent may require in connection with such test verifications. The Collateral Such Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice from time to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to each applicable Intercreditor Agreement, the terms Collateral Agent shall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to each applicable Intercreditor AgreementsAgreement, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) [Reserved]. (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in Subsection 9.1(a) of the Credit Agreement, subject to each applicable Intercreditor Agreement, at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accountssubject to each applicable Intercreditor Agreement, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Grantors not Collateral Account Bank to grant promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or make any other account designated by such extension, credit, discount, compromise or settlement under any circumstances during Grantor. In the continuance of such event that an Event of Default. (e) At Default has occurred and is continuing, subject to each applicable Intercreditor Agreement, the direction Collateral Agent at its option may require that each Collateral Proceeds Account and the General Fund Account of each Grantor be established at the Collateral Agent or at another institution reasonably acceptable to the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each . Each Grantor shall grant have the right, at any time and from time to the Collateral Agent time, to the extent assignablewithdraw such of its own funds from its own General Fund Account, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At Subject to the terms of the Intercreditor Agreement, at any time after the occurrence and during the continuance continuation of an Event of Default and under Section 8.01(a) or Section 8.01(f) of the Credit Agreement after giving reasonable written notice is delivered to the Borrower and any other relevant GrantorGrantors, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party; provided that the provisions of Section 10.08 of the Credit Agreement shall apply to such information. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and subject to the terms of the Intercreditor Agreement, the Collateral Agent may curtail or terminate said authority at any time upon notice after the occurrence and during the continuance continuation of an Event of DefaultDefault under Section 8.01(a) or Section 8.01 (f) of the Credit Agreement. If required in writing by Subject to the Collateral Agent terms of the Intercreditor Agreement, at any time after the occurrence and during the continuance continuation of an Event of DefaultDefault under the Credit Agreement, any payments of Accounts, when collected by any Grantor, (i) if required in writing by the Collateral Agent, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.04, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At Subject to the terms of the Intercreditor Agreement, at the Collateral Agent’s written request at any time after the occurrence and during the continuance continuation of an Event of Default, subject to Default under the terms of the Intercreditor AgreementsCredit Agreement, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance continuation of an Event of DefaultDefault under the Credit Agreement, and after written notice is delivered to the Grantor, a Grantor shall not (other than in the ordinary course of business) grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors in writing not to grant or make any such extension, credit, discount, compromise compromise, or settlement under any circumstances during the continuance continuation of such Event of DefaultDefault under the Credit Agreement. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance continuation of an Event of Default and after giving reasonable written notice is delivered to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent it reasonably considers advisable, and each Grantor shall use commercially reasonable efforts to furnish all such assistance and information as the Collateral Administrative Agent may reasonably require in connection with such test verifications. The Collateral Administrative Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party; provided that the provisions of Section 9.16 of the Credit Agreement shall apply to such information. (b) The Collateral Subject to Section 5.12(d) of the Credit Agreement, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Accounts and any Supporting Obligation and diligently exercise each material right it may have under any Account and any Supporting Obligation, in each case, at its own expense; provided, however, that the Collateral Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in Default or a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such GrantorLiquidity Period. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Administrative Agent’s reasonable written request at any time after the occurrence and during the continuance of an any Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall shall, at such Grantor’s expense, deliver to the Collateral Administrative Agent all (to the extent existing and available) original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Collateral Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Collateral Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault and after giving reasonable prior notice to the Borrower and any other relevant Grantor. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.4 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor AgreementsAgreement, each Grantor shall deliver to the Collateral Agent all original (if available) and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original (if available) orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Each Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not hereby grants to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, to be exercised solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant solely for the purpose of enabling Agent to the Collateral Agent exercise rights and remedies under this Article 5, and solely to the extent assignablesuch grant would not constitute or result in the abandonment, termination, acceleration, invalidation of or rendering unenforceable any right, title or interest therein or result in a breach of the terms of, or constitute a breach or default under such Intellectual Property, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense (on a non-exclusive basis) any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License license or other agreementsagreement). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the reasonable quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted. Any license granted pursuant to this Section 5.1(d) shall be exercisable solely during the continuance of an Event of Default.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default Default, subject to the terms of the Intercreditor Agreement, and after giving reasonable notice to the Borrower Company and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor AgreementsAgreement, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor AgreementsAgreement, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 5.01 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Collateral Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Collateral Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault and after giving reasonable prior notice to the Borrower and any other relevant Grantor. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.4 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor AgreementsAgreement, each Grantor shall deliver to the Collateral Agent all original (if available) and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original (if available) orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor AgreementsAgreement, each Grantor shall grant to the Collateral Agent, solely for the purpose of enabling Agent to exercise rights and remedies under this Article 5, and solely to the extent assignablesuch grant would not constitute or result in the abandonment, termination, acceleration, invalidation of or rendering unenforceable any right, title or interest therein or result in a breach of the terms of, or constitute a breach or default under such Intellectual Property, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense (on a non-exclusive basis) any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License license or other agreementsagreement). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the reasonable quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted. Any license granted pursuant to this Section 5.1(d) shall be exercisable solely during the continuance of an Event of Default.

Certain Matters Relating to Accounts. (a) At Without limiting the Administrative Agent’s rights under the ABL Credit Agreement and subject to the terms of any applicable Intercreditor Agreement, at any time after the occurrence and during the continuance continuation of an Event of Default and under Section 8.01(a), Section 8.01(f) or Section 8.01(g) of the ABL Credit Agreement after giving reasonable written notice is delivered to the Borrower and any other relevant Grantorapplicable Grantors, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any ABL Secured Party; provided that the provisions of Section 10.08 of the ABL Credit Agreement shall apply to such information. (b) The Without limiting the Administrative Agent’s rights under the ABL Credit Agreement and subject to (i) the Loan Parties’ obligations under the ABL Credit Agreement and (ii) the terms of any applicable Intercreditor Agreement, the Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time upon notice after the occurrence and during the continuance continuation of an Event of DefaultDefault under Section 8.01(a), Section 8.01(f) or Section 8.01(g) of the ABL Credit Agreement. If required in writing by Without limiting the Collateral Agent Administrative Agent’s rights under the ABL Credit Agreement and subject to (a) the Loan Parties’ obligations under the ABL Credit Agreement and (b) the terms of any applicable Intercreditor Agreement, at any time after the occurrence and during the continuance continuation of an Event of DefaultDefault under the ABL Credit Agreement, any payments of Accounts, when collected by any Grantor, (ix) if required in writing by the Collateral Agent, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the ABL Secured Parties only as provided in Section 5.5 5.04, and (iiy) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other ABL Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At Subject to the terms of any applicable Intercreditor Agreement, at the Collateral Agent’s written request at any time after the occurrence and during the continuance continuation of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon Subject to the terms of any applicable Intercreditor Agreement, at any time (i) upon the occurrence and during the continuance continuation of an Event of DefaultDefault and (ii) after written notice is delivered to the Grantor, a Grantor shall not (other than in the ordinary course of business) grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors in writing not to grant or make any such extension, credit, discount, compromise compromise, or settlement under any circumstances during the continuance continuation of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative The Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The At any time and from time to time, upon the Collateral Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Accounts, subject to the Collateral Agent’s direction and control, and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 7.4, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreementsrequest, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including including, without limitation, all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative U.S. ABL Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the U.S. ABL Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the U.S. ABL Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the U.S. ABL Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyU.S. ABL Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The U.S. ABL Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable and the U.S. ABL Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 9(a) of the ABL Credit Agreement. If required in writing by the U.S. ABL Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 9(a) of the ABL Credit Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivable constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the U.S. ABL Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 subsection 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the U.S. ABL Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the U.S. ABL Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the ABL Credit Agreement has occurred and is continuing, at the U.S. ABL Collateral Agent’s election, each of the U.S. ABL Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in subsection 6.5. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositsubsection 6.1(d). (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to the terms Default specified in subsection 9(a) of the Intercreditor AgreementsABL Credit Agreement, at the U.S. ABL Collateral Agent’s request, each Grantor shall deliver to the U.S. ABL Collateral Agent copies or, if required by the U.S. ABL Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon So long as no Event of Default has occurred and is continuing, the occurrence and during U.S. ABL Collateral Agent shall instruct the continuance of Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the U.S. ABL Collateral Agent shall have instructed and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during Granting Parties agree that the continuance of such Event of Default. (e) At the direction of the U.S. ABL Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account and the occurrence and during the continuance General Fund Account of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor be established at the U.S. ABL Collateral Agent. Each Grantor shall grant have the right, at any time and from time to the Collateral Agent time, to the extent assignablewithdraw such of its own funds from its own General Fund Account, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice from time to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to each applicable Intercreditor Agreement, the terms Collateral Agent shall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to each applicable Intercreditor AgreementsAgreement, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) [Reserved]. (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in Subsection 9.1(a) of the Credit Agreement, subject to each applicable Intercreditor Agreement, at the Collateral Agent’s request, each Grantor (other than Holdings) shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accountssubject to each applicable Intercreditor Agreement, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Grantors not Collateral Account Bank to grant promptly remit any funds on deposit in each Grantor’s (other than Holdings) Collateral Proceeds Account to such Grantor’s General Fund Account or make any other account designated by such extension, credit, discount, compromise or settlement under any circumstances during Grantor. In the continuance of such event that an Event of Default. Default has occurred and is continuing, subject to each applicable Intercreditor Agreement, the Collateral Agent at its option may require that each Collateral Proceeds Account and the General Fund Account of each Grantor (eother than Holdings) At be established at the direction of Collateral Agent or at another institution reasonably acceptable to the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each . Each Grantor shall grant have the right, at any time and from time to the Collateral Agent time, to the extent assignablewithdraw such of its own funds from its own General Fund Account, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice Default, subject to the Borrower and any other relevant Grantorapplicable Intercreditor Agreement, the Administrative Collateral Agent shall have the right, right (but not the obligation, ) to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to any applicable Intercreditor Agreement, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement). If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivables constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in Section 9(a) of the Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Collateral Agent’s election, each of the Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositSection 6.1(d) hereof. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of DefaultDefault specified in Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, at the terms of the Intercreditor AgreementsCollateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which that gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of Default has occurred and is continuing, subject to any applicable Intercreditor Agreement, the Collateral Agent and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of agree that the Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account and the occurrence and during the continuance General Fund Account of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant be established at the Collateral Agent or at another institution reasonably acceptable to the Collateral Agent Agent. Each Grantor shall have the right, at any time and from time to the extent assignabletime when no Event of Default has occurred or is continuing, a non-exclusiveto withdraw such of its own funds from its own General Fund Account, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice from time to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, if the Discharge of ABL Obligations has occurred (and subject to any payments of Accountsapplicable Intercreditor Agreement), when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if requiredshall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, in a Collateral Account maintained under and the sole dominion relevant Grantor shall furnish all such assistance and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by information as the Collateral Agent for the account of the Secured Parties only as provided may reasonably require in Section 5.5 connection with such test verifications. At any time and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time to time after the occurrence and during the continuance of an Event of Default, if the Discharge of ABL Obligations has occurred (subject to any applicable Intercreditor Agreement), upon the terms Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) [Reserved]. (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in Subsection 9.1(a) of the Credit Agreement if the Discharge of ABL Obligations has occurred, subject to any applicable Intercreditor AgreementsAgreement, at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Grantors not Collateral Account Bank to grant promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or make any other account designated by such extension, credit, discount, compromise or settlement under any circumstances during Grantor. In the continuance of such event that an Event of Default. Default has occurred and is continuing, if the Discharge of ABL Obligations has occurred (e) At and subject to any applicable Intercreditor Agreement), the direction Collateral Agent at its option may require that each Collateral Proceeds Account and the General Fund Account of each Grantor be established at the Collateral Agent or at another institution reasonably acceptable to the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each . Each Grantor shall grant have the right, at any time and from time to the Collateral Agent time, to the extent assignablewithdraw such of its own funds from its own General Fund Account, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorU.S. Institution Subsidiary, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor U.S. Institution Subsidiary shall furnish all such assistance and information as the Collateral such Agent may require in connection with such test verifications. The Collateral Such Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor U.S. Institution Subsidiary to collect such GrantorU.S. Institution Subsidiary’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any GrantorU.S. Institution Subsidiary, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor U.S. Institution Subsidiary in the exact form received, duly endorsed by such Grantor U.S. Institution Subsidiary to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor U.S. Institution Subsidiary in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such GrantorU.S. Institution Subsidiary. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor U.S. Institution Subsidiary shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor no U.S. Institution Subsidiary shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors such U.S. Institution Subsidiary not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower Company and any other relevant Grantor, the Administrative Agent Agents shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative such Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral such Agent may require in connection with such test verifications. The Collateral Such Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a an irrevocable, non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements)Grantor. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice from time to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, if the Discharge of ABL Obligations has occurred (and subject to any payments applicable Intercreditor Agreement) the Note Collateral Agent shall have the right to make test verifications of Accounts, when collected by any Grantor, (i) shall be forthwith (and, the Accounts Receivable constituting Collateral in any eventreasonable manner and through any reasonable medium that it reasonably considers advisable, within two Business Days) deposited by and the relevant Grantor shall furnish all such Grantor in assistance and information as the exact form received, duly endorsed by such Grantor to the Note Collateral Agent if required, may reasonably require in a Collateral Account maintained under the sole dominion connection with such test verifications. At any time and control of and on terms and conditions reasonably satisfactory from time to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, if the Discharge of ABL Obligations has occurred (and subject to any applicable Intercreditor Agreement) upon the terms Note Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Note Collateral Agent to furnish to the Note Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) [Reserved.] (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in Section 601(i) or (ii) of the Indenture if the Discharge of ABL Obligations has occurred (and subject to any applicable Intercreditor AgreementsAgreement), at the Note Collateral Agent’s request, each Grantor shall deliver to the Note Collateral Agent copies or, if required by the Note Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon So long as no Event of Default has occurred and is continuing, the occurrence and during Note Collateral Agent shall instruct the continuance of Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Discharge of ABL Obligations has occurred (and subject to any applicable Intercreditor Agreement) the Note Collateral Agent shall have instructed and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during Granting Parties agree that the continuance of such Event of Default. (e) At the direction of the Note Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account and the occurrence and during General Fund Account of each Grantor be established at the continuance of an Event of Default, subject Note Collateral Agent or another institution reasonably acceptable to the terms of the Intercreditor Agreements, each Note Collateral Agent. Each Grantor shall grant have the right, at any time and from time to the Collateral Agent time, to the extent assignablewithdraw such of its own funds from its own General Fund Account, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, if the Discharge of ABL Obligations has occurred (and after giving reasonable notice subject to any applicable Intercreditor Agreement) the Borrower and any other relevant Grantor, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, if the Discharge of ABL Obligations has occurred (and subject to any applicable Intercreditor Agreement) upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 8(a) of the Credit Agreement if the Discharge of ABL Obligations has occurred (and subject to any applicable Intercreditor Agreement). If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 8(a) of the Credit Agreement if the Discharge of ABL Obligations has occurred (and subject to any applicable Intercreditor Agreement), any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivable constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 subsection 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 8(a) of the Credit Agreement has occurred and is continuing if the Discharge of ABL Obligations has occurred (and subject to any applicable Intercreditor Agreement), at the Collateral Agent’s election, each of the Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in subsection 6.5. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositsubsection 6.1(d). (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default, Default specified in subsection 8(a) of the Credit Agreement if the Discharge of ABL Obligations has occurred (and subject to any applicable Intercreditor Agreement), at the terms of the Intercreditor AgreementsCollateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Grantors not Collateral Account Bank to grant promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or make any other account designated by such extension, credit, discount, compromise or settlement under any circumstances during Grantor. In the continuance of such event that an Event of Default. Default has occurred and is continuing, if the Discharge of ABL Obligations has occurred (eand subject to any applicable Intercreditor Agreement) At the direction of Collateral Agent and the Granting Parties agree that the Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account and the occurrence and during the continuance General Fund Account of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to be established at the Collateral Agent Agent. Each Grantor shall have the right, at any time and from time to the extent assignabletime, a non-exclusiveto withdraw such of its own funds from its own General Fund Account, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Collateral Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Collateral Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault and after giving reasonable prior notice to the Borrower and any other relevant Grantor. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.4 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original (if available) and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original (if available) orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent, solely for the purpose of enabling Agent to exercise rights and remedies under this Article 5, and solely to the extent assignablesuch grant would not constitute or result in the abandonment, termination, acceleration, invalidation of or rendering unenforceable any right, title or interest therein or result in a breach of the terms of, or constitute a breach or default under such Intellectual Property, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense (on a non-exclusive basis) any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License license or other agreementsagreement). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the reasonable quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted. Any license granted pursuant to this Section 5.1(d) shall be exercisable solely during the continuance of an Event of Default.

Certain Matters Relating to Accounts. (a) At Subject to the terms of any applicable Intercreditor Agreement, at any time after the occurrence and during the continuance continuation of an Event of Default and under Section 8.01(a), Section 8.01(f) or Section 8.01(g) of the Term Loan Credit Agreement after giving reasonable written notice is delivered to the Borrower and any other relevant Grantorapplicable Grantors, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Term Loan Secured Party; provided that the provisions of Section 10.08 of the Term Loan Credit Agreement shall apply to such information. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and and, subject to the terms of any applicable Intercreditor Agreement, the Collateral Agent may curtail or terminate said authority at any time upon notice after the occurrence and during the continuance continuation of an Event of DefaultDefault under Section 8.01(a), Section 8.01(f) or Section 8.01(g) of the Term Loan Credit Agreement. If required in writing by Subject to the Collateral Agent terms of any applicable Intercreditor Agreement, at any time after the occurrence and during the continuance continuation of an Event of DefaultDefault under the Term Loan Credit Agreement, any payments of Accounts, when collected by any Grantor, (i) if required in writing by the Collateral Agent, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Term Loan Secured Parties only as provided in Section 5.5 5.04, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Term Loan Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At Subject to the terms of any applicable Intercreditor Agreement, at the Collateral Agent’s written request at any time after the occurrence and during the continuance continuation of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon Subject to the terms of any applicable Intercreditor Agreement, at any time (i) upon the occurrence and during the continuance continuation of an Event of DefaultDefault and (ii) after written notice is delivered to the Grantor, a Grantor shall not (other than in the ordinary course of business) grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors in writing not to grant or make any such extension, credit, discount, compromise compromise, or settlement under any circumstances during the continuance continuation of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable written notice to the Borrower Company and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts that are Collateral (the “Subject Accounts”) in any manner and through any medium that the Administrative such Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral such Agent may require in connection with such test verifications. The Collateral Such Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Subject Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Subject Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Subject Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s written request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Subject Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Subject Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors such Grantor in writing not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a an irrevocable, non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements)Grantor. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or of printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Parent Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral such Agent may require in connection with such test verifications. The Collateral Such Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Subject to the terms of the Credit Agreement, the Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If Subject to the terms of the Credit Agreement, if required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an a Cash Dominion Event of Default(as defined in the Credit Agreement), any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice from time to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments if the Discharge of AccountsABL Obligations has occurred (subject to each applicable Intercreditor Agreement), when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if requiredshall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, in a Collateral Account maintained under and the sole dominion relevant Grantor shall furnish all such assistance and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by information as the Collateral Agent for the account of the Secured Parties only as provided may reasonably require in Section 5.5 connection with such test verifications. At any time and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time to time after the occurrence and during the continuance of an Event of Default, if the Discharge of ABL Obligations has occurred (subject to each applicable Intercreditor Agreement), upon the terms Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) [Reserved]. (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement if the Discharge of ABL Obligations has occurred (subject to each applicable Intercreditor AgreementsAgreement) at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accountssubject to each applicable Intercreditor Agreement, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of Default has occurred and is continuing, if the Discharge of ABL Obligations has occurred (subject to each applicable Intercreditor Agreement), the Collateral Agent and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of agree that the Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account and the occurrence and during the continuance General Fund Account of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant be established at the Collateral Agent or at another institution reasonably acceptable to the Collateral Agent Agent. Each Grantor shall have the right, at any time and from time to the extent assignabletime, a non-exclusiveto withdraw such of its own funds from its own General Fund Account, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 9(a) of the Credit Agreement. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 9(a) of the Credit Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivables constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 subsection 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the Credit Agreement has occurred and is continuing, at the Collateral Agent’s election, each of the Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in subsection 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositsubsection 6.1(d) hereof. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to the terms Default specified in subsection 9(a) of the Intercreditor AgreementsCredit Agreement, at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account. In the event that an Event of Default has occurred and is continuing, the Collateral Agent and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of agree that the Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account and the occurrence and during the continuance General Funds Account of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to be established at the Collateral Agent Agent. Each Grantor shall have the right, at any time and from time to the extent assignabletime, a non-exclusiveto withdraw such of its own funds from its own General Fund Account, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an a Triggering Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Agent Collateral Trustee shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent it reasonably considers advisableadvisable (as directed in accordance with the Collateral Agency and Intercreditor Agreement), and each Grantor shall furnish all such assistance and information as the Collateral Trustee or the Administrative Agent may require in connection with such test verifications. The Collateral Agent Trustee shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent Trustee hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent Trustee may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Defaulta Triggering Event. If required in writing by the Collateral Agent Trustee at any time after the occurrence and during the continuance of an Event of Defaulta Triggering Event, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent Trustee if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentTrustee, subject to withdrawal by the Collateral Agent Trustee for the account of the Secured Parties only as provided in Section 5.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent Trustee and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the request of the Collateral Agent’s request Trustee or the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreementsa Triggering Event, each Grantor shall deliver to the Collateral Agent Trustee or the Administrative Agent, as applicable, all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Defaulta Triggering Event, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent Trustee shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of DefaultTriggering Event. (e) At the direction of the Collateral Trustee or the Administrative Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreementsa Triggering Event, each Grantor shall grant to the Collateral Agent Trustee to the extent assignable, a an irrevocable, non-exclusive, fully paid-up, royalty-free, worldwide exclusive license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to Grantor, wherever the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements)same may be located. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Collateral Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Collateral Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault and after giving reasonable prior notice to the Borrower and any other relevant Grantor. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.4 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original (if available) and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original (if available) orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Each Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not hereby grants to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, to be exercised solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant solely for the purpose of enabling Agent to the Collateral Agent exercise rights and remedies under this Article 5, and solely to the extent assignablesuch grant would not constitute or result in the abandonment, termination, acceleration, invalidation of or rendering unenforceable any right, title or interest therein or result in a breach of the terms of, or constitute a breach or default under such Intellectual Property, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense (on a non-exclusive basis) any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License license or other agreementsagreement). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall 5.1shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the reasonable quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted. Any license granted pursuant to this Section 5.1(d) shall be exercisable solely during the continuance of an Event of Default.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice from time to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments if the Discharge of AccountsABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if requiredshall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, in a Collateral Account maintained under and the sole dominion relevant Grantor shall furnish all such assistance and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by information as the Collateral Agent for the account of the Secured Parties only as provided may reasonably require in Section 5.5 connection with such test verifications. At any time and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time to time after the occurrence and during the continuance of an Event of Default, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement) upon the terms Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) [Reserved]. (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor AgreementsAgreement) at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accountssubject to each applicable Intercreditor Agreement, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of Default has occurred and is continuing, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have instructed occurred (subject to each applicable Intercreditor Agreement), the Collateral Agent and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of agree that the Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account and the occurrence and during the continuance General Fund Account of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant be established at the Collateral Agent or at another institution reasonably acceptable to the Collateral Agent Agent. Each Grantor shall have the right, at any time and from time to the extent assignabletime, a non-exclusiveto withdraw such of its own funds from its own General Fund Account, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default Default, subject to the terms of the Intercreditor Agreement, and after giving reasonable notice to the Borrower Issuer and any other relevant Grantor, the Administrative Agent Applicable First Lien Representative shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent Applicable First Lien Representative reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent such Applicable First Lien Representative may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor AgreementsAgreement, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor AgreementsAgreement, each Grantor shall grant to the Collateral Agent to the extent assignable, a an irrevocable, non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements)Grantor. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Administrative Agent may require in connection with such test verifications. The Collateral Administrative Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Administrative Agent, subject to withdrawal by the Collateral Administrative Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Administrative Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Administrative Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Administrative Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise compromise, or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Administrative Agent may reasonably require in connection with such test verifications. The Collateral At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyAdministrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable. (b) The Collateral Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable and the Collateral Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 9(a) of the Credit Agreement. If required in writing by the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 9(a) of the Credit Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivables, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Collateral Administrative Agent for the account of the Secured Parties only as provided in Section 5.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the Administrative Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the Credit Agreement has occurred and is continuing, at the Administrative Agent’s election, the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositSection 6.1(d) hereof. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to the terms Default specified in subsection 9(a) of the Intercreditor AgreementsCredit Agreement, at the Administrative Agent’s request, each Grantor shall deliver to the Collateral Administrative Agent copies or, if required by the Administrative Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable and all orders, invoices and shipping receipts. (d) Upon So long as no Event of Default has occurred and is continuing, the occurrence and during Administrative Agent shall instruct the continuance of Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account. In the event that an Event of DefaultDefault has occurred and is continuing, a the Administrative Agent and the Grantors agree that the Administrative Agent, at its option, may require that each Collateral Proceeds Account and the General Funds Account of each Grantor be established at the Administrative Agent. Each Grantor shall not grant have the right, at any extension time and from time to time, to withdraw such of the time of payment of any of the Accountsits own funds from its own General Fund Account, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance continuation of an Event of Default and after giving reasonable written notice is delivered to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent it reasonably considers advisable, and each Grantor shall use commercially reasonable efforts to furnish all such assistance and information as the Collateral Administrative Agent may reasonably require in connection with such test verifications. The Collateral Administrative Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party; provided that the provisions of Section 9.16 of the Credit Agreement shall apply to such information. (b) The Collateral Subject to Section 5.12(d) of the Credit Agreement, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Accounts and any Supporting Obligation and diligently exercise each material right it may have under any Account and any Supporting Obligation, in each case, at its own expense; provided, however, that the Collateral Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in Default or a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such GrantorLiquidity Period. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Administrative Agent’s reasonable written request at any time after the occurrence and during the continuance of an any Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall shall, at such Grantor’s expense, deliver to the Collateral Administrative Agent all (to the extent existing and available) original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower Parent Grantor and any other relevant Grantor, the Administrative Agent Collateral Trustee shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent Collateral Trustee reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent Trustee may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent Trustee hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent Trustee may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent Trustee at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent Trustee if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentTrustee, subject to withdrawal by the Collateral Agent Trustee for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent Trustee and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral AgentTrustee’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent Trustee all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent Trustee shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral AgentTrustee, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent Trustee to the extent assignable, a an irrevocable, non-exclusive, fully paid-up, royalty-royalty- free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements)Grantor. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Agent or after Additional First Lien Obligations are incurred, the Applicable Authorized Representative (as defined in the Pari Passu Intercreditor Agreement) shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent such Applicable Authorized Representative reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any First Lien Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the First Lien Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the First Lien Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant assign to the Collateral Agent to the extent assignable, a or grant to the Collateral Agent, as applicable, an irrevocable, non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements)Grantor. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and to the extent permitted by applicable law the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in Section 8.1(f) of the Credit Agreement with respect to any Grantor. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in Section 8.1(f) of the Credit Agreement with respect to any Grantor, to the extent permitted by applicable law, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivables constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in Section 8.1(f) of the Credit Agreement has occurred and is continuing with respect to any Grantor, to the extent permitted by applicable law, at the Collateral Agent’s election, each of the Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositSection 6.1(d) hereof. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of DefaultDefault specified in Section 8.1(f) of the Credit Agreement with respect to any Grantor, subject to the terms of extent permitted by applicable law, at the Intercreditor AgreementsCollateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of Default has occurred and is continuing, the Collateral Agent and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of agree that the Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account and the occurrence and during the continuance General Fund Account of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to be established at the Collateral Agent Agent. Each Grantor shall have the right, at any time and from time to the extent assignabletime, a non-exclusiveto withdraw such of its own funds from its own General Fund Account, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice from time to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, if the Discharge of ABL Obligations has occurred (and subject to any payments of Accountsapplicable Intercreditor Agreement), when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if requiredshall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, in a Collateral Account maintained under and the sole dominion relevant Grantor shall furnish all such assistance and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by information as the Collateral Agent for the account of the Secured Parties only as provided may reasonably require in Section 5.5 connection with such test verifications. At any time and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time to time after the occurrence and during the continuance of an Event of Default, if the Discharge of ABL Obligations has occurred and subject to any applicable Intercreditor Agreement) upon the terms Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) [RESERVED] (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in Subsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations has occurred (and subject to any applicable Intercreditor AgreementsAgreement), at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which that gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of Default has occurred and is continuing (and subject to any applicable Intercreditor Agreement), the Collateral Agent at its option may require that each Collateral Proceeds Account of each Grantor be established at the Collateral Agent or another institution reasonably acceptable to the Collateral Agent. In the event that an Event of Default has occurred and is continuing, if the Discharge of ABL Obligations has occurred (and subject to any applicable Intercreditor Agreement), the Collateral Agent and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of agree that the Collateral Agent, solely upon at its option, may require that the occurrence and during the continuance General Fund Account of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant be established at the Collateral Agent or another institution reasonably acceptable to the Collateral Agent Agent. Each Grantor shall have the right, at any time and from time to the extent assignabletime, a non-exclusiveto withdraw such of its own funds from its own General Fund Account, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower Company and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral such Agent may require in connection with such test verifications. The Collateral Such Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a an irrevocable, non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements)Grantor. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice from time to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, the ABL Collateral Agent shall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant U.S. Grantor shall furnish all such assistance and information as the ABL Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the ABL Collateral Agent’s reasonable request and at the expense of the relevant U.S. Grantor, such U.S. Grantor shall cause independent public accountants or others reasonably satisfactory to the ABL Collateral Agent to furnish to the ABL Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The ABL Collateral Agent hereby authorizes each U.S. Grantor to collect such U.S. Grantor’s Accounts Receivable and the ABL Collateral Agent may curtail or terminate said authority at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement. If required by the ABL Collateral Agent at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivable constituting Collateral, when collected by any Grantorsuch U.S. Grantor (other than Holding), (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such U.S. Grantor) deposited in, or otherwise transferred by such U.S. Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the ABL Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 subsection 6.5, and (ii) until so turned over, shall be held by such U.S. Grantor in trust for the ABL Collateral Agent and the other Secured Parties, segregated from other funds of such U.S. Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any U.S. Grantor in trust for the benefit of the ABL Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the ABL Credit Agreement has occurred and is continuing, at the ABL Collateral Agent’s election, each of the ABL Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant U.S. Grantor to the payment of the Obligations of such U.S. Grantor then due and owing, such application to be made as set forth in subsection 6.5. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositsubsection 6.1(d). (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to the terms Default specified in subsection 9(a) of the Intercreditor AgreementsABL Credit Agreement, at the ABL Collateral Agent’s request, each U.S. Grantor (other than Holding) shall deliver to the ABL Collateral Agent copies or, if required by the ABL Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such U.S. Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch U.S. Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such U.S. Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receiptsreceipts related thereto. (d) Upon So long as no Event of Default has occurred and is continuing, the occurrence and during ABL Collateral Agent shall instruct the continuance Collateral Account Bank to promptly remit any funds on deposit in each U.S. Grantor’s (other than Holding) Collateral Proceeds Account to any account designated by such U.S. Grantor, maintained in compliance with the provisions of subsection 4.16 of the ABL Credit Agreement. In the event that an Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the ABL Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account and the occurrence and during Concentration Account of each U.S. Grantor (other than Holding) be established at the continuance of an Event of Default, subject ABL Collateral Agent or another institution reasonably acceptable to the terms ABL Collateral Agent. Subject to subsection 4.16 of the Intercreditor AgreementsABL Credit Agreement, each U.S. Grantor shall grant have the right, at any time and from time to the Collateral Agent time, to the extent assignablewithdraw such of its own funds from its own Concentration Account, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its Concentration Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice from time to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations has occurred (and subject to any payments of Accountsapplicable Intercreditor Agreement), when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if requiredshall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, in a Collateral Account maintained under and the sole dominion relevant Grantor shall furnish all such assistance and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by information as the Collateral Agent for the account of the Secured Parties only as provided may reasonably require in Section 5.5 connection with such test verifications. At any time and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time to time after the occurrence and during the continuance of an Event of Default, if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations has occurred (subject to any applicable Intercreditor Agreement), upon the terms Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) [Reserved]. (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in Subsection 9.1(a) of the Credit Agreement if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations has occurred, subject to any applicable Intercreditor AgreementsAgreement, at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Grantors not Collateral Account Bank to grant promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or make any other account designated by such extension, credit, discount, compromise or settlement under any circumstances during Grantor. In the continuance of such event that an Event of Default. Default has occurred and is continuing, if the Discharge of ABL Obligations and the Discharge of Additonal ABL Obligations has occurred (e) At and subject to any applicable Intercreditor Agreement), the direction Collateral Agent at its option may require that each Collateral Proceeds Account and the General Fund Account of each Grantor be established at the Collateral Agent or at another institution reasonably acceptable to the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each . Each Grantor shall grant have the right, at any time and from time to the Collateral Agent time, to the extent assignablewithdraw such of its own funds from its own General Fund Account, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Collateral Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Collateral Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault and after giving reasonable prior notice to the Borrower and any other relevant Grantor. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.4 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the any Intercreditor AgreementsAgreement then in effect, each Grantor shall deliver to the Collateral Agent all original (if available) and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original (if available) orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Each Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not hereby grants to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, to be exercised solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of any Intercreditor Agreement then in effect, solely for the Intercreditor Agreements, each Grantor shall grant to purpose of enabling the Collateral Agent to exercise rights and remedies under this Article 5, and solely to the extent assignablesuch grant would not constitute or result in the abandonment, termination, acceleration, invalidation of or rendering unenforceable any right, title or interest therein or result in a breach of the terms of, or constitute a breach or default under such Intellectual Property, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense (on a non-exclusive basis) any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License preexisting license or other agreementsagreement). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the reasonable quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted. Any license granted pursuant to this Section 5.1(d) shall be exercisable solely during the continuance of an Event of Default.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Collateral Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Collateral Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault and after giving reasonable prior notice to the Borrower and any other relevant Grantor. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.4 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original (if available) and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original (if available) orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Each Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not hereby grants to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, to be exercised solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant solely for the purpose of enabling Agent to the Collateral Agent exercise rights and remedies under this Article 5, and solely to the extent assignablesuch grant would not constitute or result in the abandonment, termination, acceleration, invalidation of or rendering unenforceable any right, title or interest therein or result in a breach of the terms of, or constitute a breach or default under such Intellectual Property, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense (on a non-exclusive basis) any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License license or other agreementsagreement). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the reasonable quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted. Any license granted pursuant to this Section 5.1(d) shall be exercisable solely during the continuance of an Event of Default.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Parent Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Administrative Agent to (and upon such instruction, the Collateral Administrative Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral such Agent may reasonably require in connection with such test verifications. The Collateral Such Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Administrative Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receiptsinvoices. (dc) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not not, without prior consent from the Administrative Agent, grant any extension of the time of payment of any of the Accounts, ; compromise, compound or settle the same for less than the full amount thereof, ; release, wholly or partly, any Person liable for the payment thereof, ; or allow any credit or discount whatsoever thereon if the Collateral Administrative Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (ed) At Unless expressly prohibited by the direction licensor thereof or by any provision of applicable law, each Grantor hereby grants to the Administrative Agent an non-exclusive license to use, without charge: (i) each Grantor’s computer programs, software, printouts and other computer materials, technical knowledge or processes, databases, materials and licenses thereto, and (ii) each Grantor’s owned or licensed trademarks, registered trademarks, trademark applications, service marks, registered service marks, service xxxx applications, patents, patent applications, trade names, rights of use of any name, labels fictitious names, registrations, copyrights, copyright applications, permits, franchises, customer lists, credit files, correspondence, and advertising materials or any property of a similar nature, in each case, solely to the extent necessary to administer the Accounts or any rights to the foregoing, in the advertising for sale, and selling any of the Collateral Collateral, or exercising any other remedies hereto. Each Grantor agrees that its rights under all licenses and franchise agreements shall inure to the Administrative Agent’s benefit. To the extent the grant of the aforesaid license described is prohibited by the licensor thereof, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms Default under Section 8.01(a) or 8.01(f) of the Intercreditor AgreementsCredit Agreement, each the applicable Grantor shall exercise commercially reasonable efforts to obtain the consent of such licensor to its grant to the Collateral Administrative Agent of such license solely to the extent assignablenecessary to administer the Accounts or any rights to the foregoing, a non-exclusivein the advertising for sale, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense and selling any of the Intellectual Property included in Collateral, or exercising any other remedies hereto. Notwithstanding the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright Licenseforegoing, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 3.02 shall require any Grantor Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach of or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted granted, to the extent permitted by the Credit Agreement, with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject property (after giving effect to the quality control standards applicable to each Uniform Commercial Code or principles of equity). For the avoidance of doubt, the use of such Trademark as in effect as license by the Administrative Agent may be exercised, at the option of the date Administrative Agent only during the continuation of an Event of Default and only upon prior notice to the applicable Grantor. (e) Each Grantor shall, at the reasonable request of the Administrative Agent following the occurrence and during the continuance of an Event of Default, legend the Accounts and the other books, records and documents of such licenses hereunder are grantedGrantor evidencing or pertaining to Accounts with an appropriate reference to the fact that the Accounts have been assigned to the Administrative Agent for the benefit of the Secured Parties and that the Administrative Agent has a security interest therein.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance continuation of an Event of Default and after giving reasonable written notice is delivered to the Borrower and any other relevant Grantor, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance continuation of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance continuation of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.4, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s written request at any time after the occurrence and during the continuance continuation of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance continuation of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors in writing not to grant or make any such extension, credit, discount, compromise compromise, or settlement under any circumstances during the continuance continuation of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Collateral Agent may curtail or terminate said authority at any time time, without limiting the Collateral Agent’s rights under Subsection 4.16 of the Credit Agreement, after the occurrence and during the continuance of an Event of DefaultDefault specified in Subsection 9(a) of the Credit Agreement. If required in writing by the Collateral Agent at any time time, without limiting the Collateral Agent’s rights under Subsection 4.16 of the Credit Agreement, after the occurrence and during the continuance of an Event of DefaultDefault specified in Subsection 9(a) of the Credit Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivables constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 Subsection 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in Subsection 9(a) of the Credit Agreement has occurred and is continuing, at the Collateral Agent’s election, each of the Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Subsection 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositSubsection 6.1(d) hereof. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to the terms Default specified in Subsection 9.1(a) of the Intercreditor AgreementsCredit Agreement, at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to a Blocked Account of such Grantor, maintained in compliance with the provisions of Subsection 4.16 of the Credit Agreement. In the event that an Event of Default has occurred and is continuing, the Collateral Agent and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of agree that the Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account of each Grantor be established at the occurrence and during the continuance of an Event of Default, subject Collateral Agent. Subject to the terms Subsection 4.16 of the Intercreditor AgreementsCredit Agreement, each Grantor shall grant have the right, at any time and from time to the Collateral Agent time, to the extent assignablewithdraw such of its own funds from its own Blocked Accounts, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its Blocked Accounts, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default Default, subject to the terms of the Intercreditor Agreement, and after giving reasonable notice to the Borrower Issuer and any other relevant Grantor, the Administrative Collateral Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Collateral Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor AgreementsAgreement, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor AgreementsAgreement, each Grantor shall grant to the Collateral Agent to the extent assignable, a an irrevocable, non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements)Grantor. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At Upon the Collateral Agent's demand made at any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice at the Borrower's or the applicable Loan Party's sole cost and expense, deliver or cause to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish be delivered all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments tangible evidence of Accounts, when collected by including, without limitation, copies of all documents evidencing Accounts and of any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor books and records relating thereto to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory or to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantorits representatives. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed may transfer a full and complete copy of any Loan Party's books, records, credit information, reports, memoranda and all other writing relating to the Grantors not Accounts to grant and for the use by any person that has acquired or make is contemplating acquisition of an interest in the Accounts or the Collateral Agent's security interest therein without the consent of any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of DefaultLoan Party. (eb) At the direction request of the Collateral Agent, solely upon Agent made at any time after the occurrence and during the continuance of an any Event of Default, subject Default and in form and manner reasonably satisfactory to the terms Collateral Agent, legend the Accounts and the other books, records and documents of such Loan Party evidencing or pertaining to the Intercreditor Agreements, each Grantor shall grant Accounts with an appropriate reference to the fact that the Accounts have been pledged to the Collateral Agent for the benefit of the Secured Parties and that the Collateral Agent has a security interest therein. (c) Deliver to the extent assignableCollateral Agent, a non-exclusivewithin 10 days after receipt thereof by Borrower or any Loan Party, fully paid-up, royalty-free, worldwide license any Instrument evidencing Accounts which is in the principal amount of $50,000 or more. Any Instrument delivered to use, assign, license or sublicense any the Collateral Agent pursuant to this Section 5.12(b) shall be appropriately endorsed (if applicable) to the order of the Intellectual Property included in Collateral Agent, as agent for the Secured Parties, and shall be held by the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereofAgent as further security hereunder; provided, however, that nothing in this Section 5.1 so long as no Default or Event of Default shall require have occurred and be continuing and the Collateral Agent is collecting Accounts, the Collateral Agent shall, promptly upon request of such Loan Party, make appropriate arrangements for making any Grantor to grant any license that is prohibited Instrument pledged by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect such Loan Party available to such propertyLoan Party for purposes of presentation, provided, further, that collection or renewal (any such licenses arrangement to be granted hereunder with respect to Trademarks shall be subject effected, to the quality control standards applicable to each such Trademark as in effect as of extent reasonably deemed appropriate by the date such licenses hereunder are grantedCollateral Agent, against trust receipt or like document).

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice Default, subject to the Borrower and any other relevant Grantorapplicable Intercreditor Agreement, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to any applicable Intercreditor Agreement, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Collateral Agent may curtail or terminate said authority at any time time, without limiting the Collateral Agent’s rights under Subsection 4.16 of the Credit Agreement, after the occurrence and during the continuance of an Event of DefaultDefault specified in Subsection 9.1(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement. If required in writing by the Collateral Agent at any time time, without limiting the Collateral Agent’s rights under Subsection 4.16 of the Credit Agreement, after the occurrence and during the continuance of an Event of DefaultDefault specified in Subsection 9.1(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivable constituting Collateral, when collected by any Grantorsuch Grantor (other than Holdings), (i) shall be forthwith (and, in any event, within two 2 Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 Subsection 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in Subsection 9.1(a) of the Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Collateral Agent’s election, each of the Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Subsection 6.5. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositSubsection 6.1(d). (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of DefaultDefault specified in Subsection 9.1(a) of the Credit Agreement, subject to each applicable Intercreditor Agreement, at the terms of the Intercreditor AgreementsCollateral Agent’s request, each Grantor (other than Holdings) shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receiptsreceipts related thereto. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accountssubject to each applicable Intercreditor Agreement, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Grantors not Collateral Account Bank to grant or make promptly remit any such extension, credit, discount, compromise or settlement under any circumstances during the continuance funds on deposit in each Grantor’s (other than Holdings) Collateral Proceeds Account to a Blocked Account of such Grantor, maintained in compliance with the provisions of Subsection 4.16 of the Credit Agreement. In the event that an Event of Default. (e) At the direction of Default has occurred and is continuing, subject to each applicable Intercreditor Agreement, the Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account of each Grantor (other than Holdings) be established at the occurrence and during the continuance of an Event of Default, subject Collateral Agent or at another institution reasonably acceptable to the terms Collateral Agent. Subject to Subsection 4.16 of the Intercreditor AgreementsCredit Agreement, each Grantor shall grant have the right, at any time and from time to the Collateral Agent time, to the extent assignablewithdraw such of its own funds from its own Blocked Accounts, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its Blocked Accounts, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance continuation of an Event of Default and after giving reasonable written notice is delivered to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent it reasonably considers advisable, and each Grantor shall use commercially reasonable efforts to furnish all such assistance and information as the Collateral Administrative Agent may reasonably require in connection with such test verifications. The Collateral Administrative Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party; provided that the provisions of Section 9.16 of the Credit Agreement shall apply to such information. (b) The Collateral Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Accounts and any Supporting Obligation and diligently exercise each material right it may have under any Account and any Supporting Obligation, in each case, at its own expense; provided, however, that the Collateral Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Administrative Agent’s reasonable written request at any time after the occurrence and during the continuance of an any Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall shall, at such Grantor’s expense, deliver to the Collateral Administrative Agent all (to the extent existing and available) original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice Default, subject to the Borrower and any other relevant Grantorapplicable Intercreditor Agreement, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to any applicable Intercreditor Agreement, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Collateral Agent may curtail or terminate said authority at any time time, without limiting the Collateral Agent’s rights under Subsection 4.16 of the Credit Agreement, after the occurrence and during the continuance of an Event of DefaultDefault specified in Subsection 9.1(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement. If required in writing by the Collateral Agent at any time time, without limiting the Collateral Agent’s rights under Subsection 4.16 of the Credit Agreement, after the occurrence and during the continuance of an Event of DefaultDefault specified in Subsection 9.1(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivable constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two (2) Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 Subsection 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in Subsection 9.1(a) of the Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Collateral Agent’s election, each of the Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Subsection 6.5. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositSubsection 6.1(d). (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of DefaultDefault specified in Subsection 9.1(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, at the terms of the Intercreditor AgreementsCollateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to a Blocked Account of such Grantor, maintained in compliance with the provisions of Subsection 4.16 of the Credit Agreement. In the event that an Event of Default has occurred and is continuing, subject to any applicable Intercreditor Agreement, the Collateral Agent and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of agree that the Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account of each Grantor be established at the occurrence and during the continuance of an Event of Default, subject Collateral Agent or at another institution reasonably acceptable to the terms Collateral Agent. Subject to Subsection 4.16 of the Intercreditor AgreementsCredit Agreement, each Grantor shall grant have the right, at any time and from time to the Collateral Agent time, to the extent assignablewithdraw such of its own funds from its own Blocked Accounts, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its Blocked Accounts, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative such Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral such Agent may require in connection with such test verifications. The Collateral Such Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a an irrevocable, non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements)Grantor. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Collateral Agent shall shall, subject to the terms of the ABL Intercreditor Agreement, have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Collateral Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Subject to the terms of the ABL Intercreditor Agreement, the Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault and after giving reasonable prior notice to the Borrower and any other relevant Grantor. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the ABL Intercreditor Agreement, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.4 and (ii) until so turned over, shall shall, subject to the terms of the ABL Intercreditor Agreement, be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the ABL Intercreditor AgreementsAgreement, each Grantor shall deliver to the Collateral Agent (or a designated bailee, in accordance with the ABL Intercreditor Agreement and Section 8.1 hereof) all original (if available) and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original (if available) orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Administrative Agent shall have instructed the Borrower and the other Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of Each Grantor hereby grants to the Collateral Agent, to be exercised solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the ABL Intercreditor AgreementsAgreement, each Grantor shall grant solely for the purpose of enabling Agent to the Collateral Agent exercise rights and remedies under this Article 5, and solely to the extent assignablesuch grant would not constitute or result in the abandonment, termination, acceleration, invalidation of or rendering unenforceable any right, title or interest therein or result in a breach of the terms of, or constitute a breach or default under such Intellectual Property, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense (on a non-exclusive basis) any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License license or other agreementsagreement). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the reasonable quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted. Any license granted pursuant to this Section 5.1(d) shall be exercisable solely during the continuance of an Event of Default.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice from time to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, the ABL Collateral Agent shall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant U.S. Grantor shall furnish all such assistance and information as the ABL Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the ABL Collateral Agent’s reasonable request and at the expense of the relevant U.S. Grantor, such U.S. Grantor shall cause independent public accountants or others reasonably satisfactory to the ABL Collateral Agent to furnish to the ABL Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The ABL Collateral Agent hereby authorizes each U.S. Grantor to collect such U.S. Grantor’s Accounts Receivable and the ABL Collateral Agent may curtail or terminate said authority at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement. If required by the ABL Collateral Agent at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivable constituting Collateral, when collected by any Grantorsuch U.S. Grantor (other than Holding), (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such U.S. Grantor) deposited in, or otherwise transferred by such U.S. Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the ABL Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 subsection 6.5 and (ii) until so turned over, shall be held by such U.S. Grantor in trust for the ABL Collateral Agent and the other Secured Parties, segregated from other funds of such U.S. Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any U.S. Grantor in trust for the benefit of the ABL Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the ABL Credit Agreement has occurred and is continuing, at the ABL Collateral Agent’s election, each of the ABL Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant U.S. Grantor to the payment of the Obligations of such U.S. Grantor then due and owing, such application to be made as set forth in subsection 6.5. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositsubsection 6.1(d). (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to the terms Default specified in subsection 9(a) of the Intercreditor AgreementsABL Credit Agreement, at the ABL Collateral Agent’s request, each U.S. Grantor (other than Holding) shall deliver to the ABL Collateral Agent copies or, if required by the ABL Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such U.S. Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch U.S. Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such U.S. Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receiptsreceipts related thereto. (d) Upon So long as no Event of Default has occurred and is continuing, the occurrence and during ABL Collateral Agent shall instruct the continuance Collateral Account Bank to promptly remit any funds on deposit in each U.S. Grantor’s (other than Holding) Collateral Proceeds Account to any account designated by such U.S. Grantor, maintained in compliance with the provisions of subsection 4.16 of the ABL Credit Agreement. In the event that an Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the ABL Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account and the occurrence and during Concentration Account of each U.S. Grantor (other than Holding) be established at the continuance of an Event of Default, subject ABL Collateral Agent or another institution reasonably acceptable to the terms ABL Collateral Agent. Subject to subsection 4.16 of the Intercreditor AgreementsABL Credit Agreement, each U.S. Grantor shall grant have the right, at any time and from time to the Collateral Agent time, to the extent assignablewithdraw such of its own funds from its own Concentration Account, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its Concentration Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable written notice to the Borrower Company and any other relevant Grantor, each Authorized Representative, subject to the Administrative Agent Intercreditor Agreement, shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, subject to the Intercreditor Agreement, the Collateral Agent shall) make test verifications of the Accounts that are Collateral (the “Subject Accounts”) in any manner and through any medium that the Administrative Agent such Authorized Representative reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent such Authorized Representative may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Second Lien Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Subject Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Subject Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Second Lien Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Second Lien Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Subject Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s written request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Subject Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Subject Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors such Grantor in writing not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a an irrevocable, non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements)Grantor. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or of printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of a Default or an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two one Business DaysDay) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the AccountsAccounts that are included in the Collateral, including all original orders, invoices customer agreements and shipping receiptsinvoices. (dc) Upon the occurrence and during the continuance of If an Event of DefaultDefault shall occur and be continuing, a all Proceeds received by any Grantor consisting of cash, Cash Equivalents, checks and other near-cash items shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable be held by such Grantor in trust for the payment thereofSecured Parties, or allow any credit or discount whatsoever thereon if segregated from other funds of such Grantor, and shall forthwith upon receipt by such Grantor be turned over to the Collateral Agent shall have instructed in the Grantors not exact form received by such Grantor (duly endorsed by such Grantor to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to if required). All Proceeds received by the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and now owned control. All Proceeds while held by the Collateral Agent in a Collateral Account (or hereafter acquired by such Grantor (subject in trust for the Secured Parties) shall continue to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to be held as collateral security for all media in which any of the licensed items may be recorded or stored respective Grantor’s Grantor Obligations and to all computer programs used for the compilation or printout thereof; provided, however, that nothing shall not constitute payment thereof until applied as provided in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted6.5.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative Agent Co-Agents shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent they reasonably considers consider advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent Co-Agents may require in connection with such test verifications. The Collateral Agent At any time and from time to time an Event of Default has occurred and is continuing, upon the Co-Agents' reasonable request, subject to the terms of the Intercreditor Agreement and at the expense of the relevant Grantor, such Grantor shall have cause independent public accountants or others reasonably satisfactory to the absolute right Co-Agents to share any information it gains from such inspection or verification with any Secured Partyfurnish to the Co-Agents reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. (b) The Collateral Agent Co-Agents hereby authorizes authorize each Grantor to collect such Grantor’s 's Accounts and the Collateral Agent Co-Agents may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent Co-Agents at any time after the occurrence and during the continuance continuation of an Event of Default, but subject in all cases to the Intercreditor Agreement, any payments Proceeds constituting collections of such Accounts, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed indorsed by such Grantor to the Collateral Agent Administrative Agent, as agent for the Senior Lenders (as defined in the Intercreditor Agreement), or the Co-Agents, as the case may be, if required, in a the Collateral Proceeds Account established by such Grantor maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentAdministrative Agent or the Co-Agents, as the case may be, subject to withdrawal by the Collateral Administrative Agent or the Co-Agents, as the case may be, for the account of the Senior Lenders (as defined in the Intercreditor Agreement) or the Secured Parties only Parties, as the case may be, as provided in Section 5.5 6.5 below, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Administrative Agent or the Co-Agents, as the case may be, and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At . All Proceeds constituting collections of Accounts while held by the Collateral Agent’s request at Account Bank (or by any Guarantor in trust for the benefit of the Co-Agents and the other Secured Parties) shall continue to be security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time after the occurrence and during the continuance of that an Event of DefaultDefault has occurred and is continuing, at the Co-Agents' election, subject to the terms of the Intercreditor AgreementsAgreement, the Co-Agents may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Secured Obligations of such Grantor then due and owing, such application to be made as set forth in Section 6.5 hereof. So long as no Event of Default has occurred and is continuing, subject to the terms of the Intercreditor Agreement, the funds on deposit in the Collateral Proceeds Account shall be remitted as provided herein. At any time when an Event of Default has occurred and is continuing, at the Administrative Agent's or the Co-Agents' request, as the case may be, each Grantor shall deliver to the Collateral Administrative Agent or the Co-Agents, as the case may be, all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the such Grantor's Accounts, including including, without limitation, all statements relating to such Grantor's Accounts. (c) Subject to the terms of the Intercreditor Agreement, at any time and from time to time that an Event of Default has occurred and is continuing, at the Administrative Agent's or the Co-Agents' request, as the case may be, each Grantor shall deliver to the Administrative Agent or the Co-Agents, as the case may be, all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to such Grantors' Accounts, including, without limitation, all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default or, as contemplated by the Credit Agreement, a Cash Dominion Event and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative such Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral such Agent may require in connection with such test verifications. The Collateral Such Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a an irrevocable, non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements)Grantor. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable three (3) Business Days’ prior written notice to the Borrower Company and any other relevant Grantor, the Administrative Collateral Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts that are Collateral (the “Subject Accounts”) in any manner and through any medium that the Administrative Collateral Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any other Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Subject Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 6.6, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Subject Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s prior written request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the AccountsAccounts constituting Collateral, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not unreasonably grant any extension of the time of payment of any of the Subject Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors such Grantor in writing not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent Agent, solely to the extent assignablesuch grant does not constitute or result in the abandonment, termination, acceleration, invalidation of or rendering unenforceable any right, title or interest therein or result in a breach of the terms of, or constitute a breach or default under such Intellectual Property, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense (on a non-exclusive basis) any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject Grantor. Any license granted pursuant to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks 6.1(e) shall be subject to exercisable solely during the quality control standards applicable to each such Trademark as in effect as continuance of the date such licenses hereunder are grantedan Event of Default.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice Default, subject to the Borrower and any other relevant Grantorapplicable Intercreditor Agreement, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to any applicable Intercreditor Agreement, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Collateral Agent may curtail or terminate said authority at any time time, without limiting the Collateral Agent’s rights under Subsection 4.16 of the Credit Agreement, after the occurrence and during the continuance of an Event of DefaultDefault specified in Subsection 9.1(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement. If required in writing by the Collateral Agent at any time time, without limiting the Collateral Agent’s rights under Subsection 4.16 of the Credit Agreement, after the occurrence and during the continuance of an Event of DefaultDefault specified in Subsection 9.1(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivable constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two 2 Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 Subsection 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in Subsection 9.1(a) of the Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Collateral Agent’s election, each of the Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Subsection 6.5. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositSubsection 6.1(d). (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of DefaultDefault specified in Subsection 9.1(a) of the Credit Agreement, subject to each applicable Intercreditor Agreement, at the terms of the Intercreditor AgreementsCollateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receiptsreceipts related thereto. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accountssubject to each applicable Intercreditor Agreement, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Grantors not Collateral Account Bank to grant or make promptly remit any such extension, credit, discount, compromise or settlement under any circumstances during the continuance funds on deposit in each Grantor’s Collateral Proceeds Account to a Blocked Account of such Grantor or any other account designated by such Grantor. In the event that an Event of Default. (e) At the direction of Default has occurred and is continuing, subject to each applicable Intercreditor Agreement, the Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account of each Grantor be established at the occurrence and during the continuance of an Event of Default, subject Collateral Agent or at another institution reasonably acceptable to the terms Collateral Agent. Subject to Subsection 4.16 of the Intercreditor AgreementsCredit Agreement, each Grantor shall grant have the right, at any time and from time to the Collateral Agent time, to the extent assignablewithdraw such of its own funds from its own Blocked Accounts, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its Blocked Accounts, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice from time to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments if the Discharge of AccountsABL Obligations and the Discharge of Additional ABL Obligations has occurred (and subject to each applicable Intercreditor Agreement), when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if requiredshall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, in a Collateral Account maintained under and the sole dominion relevant Grantor shall furnish all such assistance and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by information as the Collateral Agent for the account of the Secured Parties only as provided may reasonably require in Section 5.5 connection with such test verifications. At any time and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time to time after the occurrence and during the continuance of an Event of Default, if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations has occurred (and subject to each applicable Intercreditor Agreement), upon the terms Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) [Reserved]. (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in Subsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations has occurred, subject to each applicable Intercreditor AgreementsAgreement, at the Collateral Agent’s request, each Grantor (other than Holdings) shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receiptsreceipts related thereto. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accountssubject to each applicable Intercreditor Agreement, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Grantors not Collateral Account Bank to grant promptly remit any funds on deposit in each Grantor’s (other than Holdings) Collateral Proceeds Account to such Grantor’s General Fund Account or make any other account designated by such extension, credit, discount, compromise or settlement under any circumstances during Grantor. In the continuance of such event that an Event of Default. Default has occurred and is continuing, if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations has occurred (eand subject to each applicable Intercreditor Agreement), the Collateral Agent at its option may require that each Collateral Proceeds Account and the General Fund Account of each Grantor (other than Holdings) At be established at the direction of Collateral Agent or at another institution reasonably acceptable to the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each . Each Grantor shall grant have the right, at any time and from time to the Collateral Agent time, to the extent assignablewithdraw such of its own funds from its own General Fund Account, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable written notice to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral such Agent may require in connection with such test verifications. The Collateral Such Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after written notice is provided by the Collateral Agent to such Grantor after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s written request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Parent Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Collateral Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Administrative Agent may reasonably require in connection with such test verifications. The Collateral Administrative Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Administrative Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receiptsinvoices. (dc) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not not, without prior consent from the Administrative Agent, grant any extension of the time of payment of any of the Accounts, ; compromise, compound or settle the same for less than the full amount thereof, ; release, wholly or partly, any Person liable for the payment thereof, ; or allow any credit or discount whatsoever thereon if the Collateral Administrative Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (ed) At Each Grantor shall, at the direction request of the Collateral Agent, solely upon Administrative Agent following the occurrence and during the continuance of an Event of Default, subject legend the Accounts and the other books, records and documents of such Grantor evidencing or pertaining to Accounts with an appropriate reference to the terms fact that the Accounts have been assigned to the Administrative Agent for the benefit of the Intercreditor Agreements, each Grantor shall grant to Secured Parties and that the Collateral Administrative Agent to the extent assignable, has a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantedsecurity interest therein.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 8(a) of the Credit Agreement. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 8(a) of the Credit Agreement of the Credit Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivables constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 subsection 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 8(a) of the Credit Agreement of the Credit Agreement has occurred and is continuing, at the Collateral Agent’s election, each of the Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in subsection 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositsubsection 6.1(d) hereof. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to the terms Default specified in subsection 8(a) of the Intercreditor AgreementsCredit Agreement, at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of Default has occurred and is continuing, the Collateral Agent and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of agree that the Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account and the occurrence and during the continuance General Fund Account of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to be established at the Collateral Agent Agent. Each Grantor shall have the right, at any time and from time to the extent assignabletime, a non-exclusiveto withdraw such of its own funds from its own General Fund Account, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice from time to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments if the Discharge of AccountsABL Obligations and the Discharge of Additional ABL Obligations has occurred (and subject to each applicable Intercreditor Agreement), when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if requiredshall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, in a Collateral Account maintained under and the sole dominion relevant Grantor shall furnish all such assistance and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by information as the Collateral Agent for the account of the Secured Parties only as provided may reasonably require in Section 5.5 connection with such test verifications. At any time and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time to time after the occurrence and during the continuance of an Event of Default, if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations has occurred (and subject to each applicable Intercreditor Agreement), upon the terms Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) [Reserved]. (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in Subsection 9.1(a) or 9.1(b) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations has occurred, subject to each applicable Intercreditor AgreementsAgreement, at the Collateral Agent’s request, each Grantor (other than Holdings) shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including all original statements relating to such Xxxxxxx’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receiptsreceipts related thereto. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accountssubject to each applicable Intercreditor Agreement, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s (other than Holdings) Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of Default has occurred and is continuing, if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations has occurred (and subject to each applicable Intercreditor Agreement), the Collateral Agent and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of agree that the Collateral Agent, solely upon at its option may require that each Collateral Proceeds Account and the occurrence and during the continuance General Fund Account of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant (other than Holdings) be established at the Collateral Agent or at another institution reasonably acceptable to the Collateral Agent Agent. Each Grantor shall have the right, at any time and from time to the extent assignabletime, a non-exclusiveto withdraw such of its own funds from its own General Fund Account, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance continuation of an Event of Default and after giving reasonable written notice is delivered to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent it reasonably considers advisable, and each Grantor shall use commercially reasonable efforts to furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party; provided that the provisions of Section 14.11 of the Credit Agreement shall apply to such information. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance continuation of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance continuation of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two three Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Deposit Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Agent (the “Collateral AgentAccount”), subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.4 hereof, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s written request at any time after the occurrence and during the continuance continuation of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all (to the extent existing and available) original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower Company and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative such Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral such Agent may require in connection with such test verifications. The Collateral Such Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during dur-ing the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromisecompro-mise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At Subject to the terms of the Intercreditor Agreements, at any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower Company and any other relevant Grantor, the Administrative Collateral Agent shall have the right, but not the obligation, obligation to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Collateral Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Subject to the terms of the Intercreditor Agreements, the Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.Busi- (c) At Subject to the terms of the Intercreditor Agreements, at the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At Subject to the terms of the General Intercreditor Agreement, at the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a an irrevocable, non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements)Grantor. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower Company and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative such Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral such Agent may require in connection with such test verifications. The Collateral Such Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At Upon the Collateral Agent's demand made at any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice at the Borrower's or the applicable Loan Party's sole cost and expense, deliver or cause to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish be delivered all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments tangible evidence of Accounts, when collected by including, without limitation, copies of all documents evidencing Accounts and of any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor books and records relating thereto to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory or to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantorits representatives. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed may transfer a full and complete copy of any Loan Party's books, records, credit information, reports, memoranda and all other writing relating to the Grantors not Accounts to grant and for the use by any person that has acquired or make is contemplating acquisition of an interest in the Accounts or the Collateral Agent's security interest therein without the consent of any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of DefaultLoan Party. (eb) At the direction request of the Collateral Agent, solely upon Agent made at any time after the occurrence and during the continuance of an any Event of Default, subject Default and in form and manner reasonably satisfactory to the terms Collateral Agent, legend the Accounts and the other books, records and documents of such Loan Party evidencing or pertaining to the Intercreditor Agreements, each Grantor shall grant Accounts with an appropriate reference to the fact that the Accounts have been pledged to the Collateral Agent for the benefit of the Secured Parties and that the Collateral Agent has a security interest therein. (c) Deliver to the extent assignableCollateral Agent, a non-exclusivewithin 10 days after receipt thereof by Borrower or any Loan Party, fully paid-up, royalty-free, worldwide license any Instrument evidencing Accounts which is in the principal amount of $200,000 or more. Any Instrument delivered to use, assign, license or sublicense any the Collateral Agent pursuant to Section 5.12(b) shall be appropriately endorsed (if applicable) to the order of the Intellectual Property included in Collateral Agent, as agent for the Secured Parties, and shall be held by the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereofAgent as further security hereunder; provided, however, that nothing in this Section 5.1 so long as no Default or Event of Default shall require have occurred and be continuing and the Collateral Agent is collecting Accounts, the Collateral Agent shall, promptly upon request of such Loan Party, make appropriate arrangements for making any Grantor to grant any license that is prohibited Instrument pledged by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect such Loan Party available to such propertyLoan Party for purposes of presentation, provided, further, that collection or renewal (any such licenses arrangement to be granted hereunder with respect to Trademarks shall be subject effected, to the quality control standards applicable to each such Trademark as in effect as of extent reasonably deemed appropriate by the date such licenses hereunder are grantedCollateral Agent, against trust receipt or like document).

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance continuation of an Event of Default and after giving reasonable written notice is delivered to the Borrower and any other relevant US Grantor, the Administrative US Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent it reasonably considers advisable, and each US Grantor shall furnish all such assistance and information as the US Collateral Agent may reasonably require in connection with such test verifications. The US Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The US Collateral Agent hereby authorizes each US Grantor to collect such US Grantor’s Accounts and the US Collateral Agent may curtail or terminate said authority at any time upon notice after the occurrence and during the continuance continuation of an Event of Default. If required in writing by the US Collateral Agent at any time after the occurrence and during the continuance continuation of an Event of Default, any payments of Accounts, when collected by any US Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such US Grantor in the exact form received, duly endorsed by such US Grantor to the US Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the US Collateral Agent, subject to withdrawal by the US Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.4, and (ii) until so turned over, shall be held by such US Grantor in trust for the US Collateral Agent and the other Secured Parties, segregated from other funds of such US Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the US Collateral Agent’s written request at any time after the occurrence and during the continuance continuation of an Event of Default, subject to the terms of the Intercreditor Agreements, each US Grantor shall deliver to the US Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance continuation of an Event of Default, a US Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the US Collateral Agent shall have instructed the US Grantors in writing not to grant or make any such extension, credit, discount, compromise compromise, or settlement under any circumstances during the continuance continuation of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral such Agent may require in connection with such test verifications. The Collateral Such Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained F-13 EAST\142256231.3 under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice from time to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations has occurred (and subject to any payments of Accountsapplicable Intercreditor Agreement), when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if requiredshall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, in a Collateral Account maintained under and the sole dominion relevant Grantor shall furnish all such assistance and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by information as the Collateral Agent for the account of the Secured Parties only as provided may reasonably require in Section 5.5 connection with such test verifications. At any time and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time to time after the occurrence and during the continuance of an Event of Default, if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations has occurred (and subject to any applicable Intercreditor Agreement), upon the terms Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) [Reserved]. (c) At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in Subsection 9.1(a) of the Credit Agreement if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations has occurred, subject to each applicable Intercreditor AgreementsAgreement, at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accountssubject to each applicable Intercreditor Agreement, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Grantors not Collateral Account Bank to grant promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or make any other account designated by such extension, credit, discount, compromise or settlement under any circumstances during Grantor. In the continuance of such event that an Event of Default. Default has occurred and is continuing, if the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations has occurred (e) At and subject to each applicable Intercreditor Agreement), the direction Collateral Agent at its option may require that each Collateral Proceeds Account and the General Fund Account of each Grantor be established at the Collateral Agent or at another institution reasonably acceptable to the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each . Each Grantor shall grant have the right, at any time and from time to the Collateral Agent time, to the extent assignablewithdraw such of its own funds from its own General Fund Account, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and Default, any other relevant Grantor, the Administrative Agent Secured Party shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any reasonable manner and through any reasonable medium that the Administrative Agent such Secured Party reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent any Secured Party may reasonably require in connection with such test verifications. The Collateral Agent shall have At any time and from time to time after the absolute right to share any information it gains from such inspection or verification with occurrence and during the continuance of an Event of Default, upon any Secured Party's reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Secured Parties to furnish to the Secured Parties reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. (b) The Collateral Agent Secured Parties hereby authorizes authorize each Grantor to collect such Grantor’s Accounts 's Accounts, and the Collateral Agent any Secured Party may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent any Secured Party at any time after the occurrence and during the continuance of an Event of Default, any payments Proceeds constituting collections of such Accounts, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) be deposited in or otherwise transferred to the Collateral Proceeds Account established by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentSecured Parties, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections of Accounts shall be accompanied while held by a report identifying the Collateral Account Bank (or by any Guarantor in reasonable detail trust for the nature and source benefit of the payments included in Secured Parties shall continue to be collateral security for all of the deposit. (c) Obligations and shall not constitute payment thereof until applied as hereinafter provided. At the Collateral Agent’s request at any time after the occurrence and during the continuance of when an Event of DefaultDefault has occurred and is continuing, subject to the terms at any Secured Party's election, any Secured Party may apply all or any part of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included funds on deposit in the Collateral and now owned or hereafter acquired Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor (subject then due and owing, such application to be made as set forth in Section 6.5 hereof. So long as no Event of Default has occurred and is continuing, the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results funds on deposit in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks Collateral Proceeds Account shall be subject to the quality control standards applicable to each such Trademark remitted as provided in effect as of the date such licenses hereunder are grantedSection 6.1(d) hereof.

Certain Matters Relating to Accounts. (a) At any time and from ------------------------------------ time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Administrative Agent may reasonably require in connection with such test verifications. The Collateral At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent's reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyAdministrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. (b) The Collateral Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts 's Accounts, and the Collateral Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments Proceeds constituting collections of such Accounts, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) be deposited in or otherwise transferred to the Collateral Proceeds Account established by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Administrative Agent, subject to withdrawal by the Collateral Administrative Agent for the account of the Secured Parties only as provided in Section 5.5 65, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections of Accounts while held by the Collateral Account Bank (or by any Guarantor in trust for the benefit of the Administrative Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default has occurred and is continuing, at the Administrative Agent's election, the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositSection 6.1(d) hereof. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of DefaultDefault and if the Administrative Agent has terminated a Grantor's right to collect Accounts pursuant to clause (b) above, subject to at the terms of the Intercreditor AgreementsAdministrative Agent's request, each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the such Grantor's Accounts, including including, without limitation, all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At In addition to the rights of the Administrative Agent and Collateral Agent under Section 8.2 of the Credit Agreement, at any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such reasonable assistance and information as the Collateral such Agent may require in connection with such test verifications. The Collateral Such Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured PartyParty in accordance with the terms of the Credit Documents. (b) The Collateral Agent hereby authorizes each Each Grantor is permitted at all times to collect such Grantor’s Accounts and Accounts, except that the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault in respect of Accounts constituting Collateral. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two three (3) Business DaysDays of receipt by such Grantor) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, Agent subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent Agent, all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the AccountsAccounts constituting Collateral, including all original orders, invoices and shipping receipts. (d) Upon Other than in the occurrence and ordinary course of business or as permitted by the Credit Documents, during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Defaultcircumstances. (e) At the reasonable written direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent for the benefit of the Secured Parties, to the extent assignable, until termination of this Security Agreement, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license use or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject Grantor; provided, however, that no such license shall be deemed granted to the rights extent it (i) conflicts with the terms of any person agreement to which such Grantor is a party or entity under otherwise bound or (ii) would result in the invalidity, unenforceability or abandonment of any pre-existing Copyright License, Patent License, Trademark License or other agreements)Trademarks. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing . (f) Nothing in this Section 5.1 or any other section of this Security Agreement shall require limit any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore rights granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as Administrative Agent or Collateral Agent under Section 8.13 of the date such licenses hereunder are grantedCredit Agreement.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative U.S. Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the U.S. Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the U.S. Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the U.S. Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyU.S. Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The U.S. Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the U.S. Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 9(a) of the Credit Agreement. If required in writing by the U.S. Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 9(a) of the Credit Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivables constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in to, the exact form received, duly endorsed by such Grantor to the U.S. Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the U.S. Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 subsection 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the U.S. Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the U.S. Collateral Account Bank (or by any Grantor in trust for the benefit of the U.S. Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the Credit Agreement has occurred and is continuing, at the U.S. Collateral Agent’s election, each of the U.S. Collateral Agent and the U.S. Administrative Agent may apply all or any part of the funds on deposit in the U.S. Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in subsection 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the U.S. Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositsubsection 6.1(d) hereof. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to the terms Default specified in subsection 9(a) of the Intercreditor AgreementsCredit Agreement, at the U.S. Collateral Agent’s request, each Grantor shall deliver to the U.S. Collateral Agent copies or, if required by the U.S. Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon So long as no Event of Default has occurred and is continuing, the occurrence and during U.S. Collateral Agent shall instruct the continuance of U.S. Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s U.S. Collateral Proceeds Account to such Grantor’s General Fund Account. In the event that an Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the U.S. Collateral Agent shall have instructed and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during agree that the continuance of such Event of Default. (e) At the direction of the U.S. Collateral Agent, solely upon at its option, may require that each U.S. Collateral Proceeds Account and the occurrence and during the continuance General Funds Account of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to be established at the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.U.S.

Certain Matters Relating to Accounts. (a) At any time and from time to ------------------------------------ time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and Default, any other relevant Grantor, the Administrative Agent Secured Party shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any reasonable manner and through any reasonable medium that the Administrative Agent such Secured Party reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent any Secured Party may reasonably require in connection with such test verifications. The Collateral Agent shall have At any time and from time to time after the absolute right to share any information it gains from such inspection or verification with occurrence and during the continuance of an Event of Default, upon any Secured Party's reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Secured Parties to furnish to the Secured Parties reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. (b) The Collateral Agent Secured Parties hereby authorizes authorize each Grantor to collect such Grantor’s Accounts 's Accounts, and the Collateral Agent any Secured Party may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent any Secured Party at any time after the occurrence and during the continuance of an Event of Default, any payments Proceeds constituting collections of such Accounts, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) be deposited in or otherwise transferred to the Collateral Proceeds Account established by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentSecured Parties, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections of Accounts while held by the Collateral Account Bank (or by any Guarantor in trust for the benefit of the Secured Parties shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default has occurred and is continuing, at any Secured Party's election, any Secured Party may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositSection 6.1(d) hereof. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of DefaultDefault and if the Secured Parties have terminated a Grantor's right to collect Accounts pursuant to clause (b) above, subject to at the terms of the Intercreditor AgreementsSecured Parties' request, each Grantor shall deliver to the Collateral Agent Secured Parties all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the such Grantor's Accounts, including including, without limitation, all original orders, invoices and shipping receipts. (d) Upon So long as no Event of Default has occurred and is continuing, the occurrence and during Secured Parties shall instruct the continuance of Collateral Account Bank to promptly remit any funds on deposit in each Grantor's Collateral Proceeds Account to such Grantor. In the event that an Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed Secured Parties and the Grantors not to grant agree that any Secured Party, at such Secured Party's option, may require that each Collateral Proceeds Account be established at a bank or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired other financial institution designated by such Grantor Secured Party (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license which designation shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deemed to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as made on behalf of the date such licenses hereunder are grantedall Secured Parties for purposes of this section 6.1(d)).

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative U.S. Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the U.S. Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the U.S. Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the U.S. Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyU.S. Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The U.S. Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the U.S. Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 9(a) of the Credit Agreement. If required in writing by the U.S. Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 9(a) of the Credit Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivables constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in to, the exact form received, duly endorsed by such Grantor to the U.S. Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the U.S. Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 subsection 6.5 and (ii) until so turned over, shall be held by such Grantor in trust for the U.S. Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the U.S. Collateral Account Bank (or by any Grantor in trust for the benefit of the U.S. Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the Credit Agreement has occurred and is continuing, at the U.S. Collateral Agent’s election, each of the U.S. Collateral Agent and the U.S. Administrative Agent may apply all or any part of the funds on deposit in the U.S. Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in subsection 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the U.S. Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositsubsection 6.1(d) hereof. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to the terms Default specified in subsection 9(a) of the Intercreditor AgreementsCredit Agreement, at the U.S. Collateral Agent’s request, each Grantor shall deliver to the U.S. Collateral Agent copies or, if required by the U.S. Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon So long as no Event of Default has occurred and is continuing, the occurrence and during U.S. Collateral Agent shall instruct the continuance of U.S. Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s U.S. Collateral Proceeds Account to such Grantor’s General Fund Account. In the event that an Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the U.S. Collateral Agent shall have instructed and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during agree that the continuance of such Event of Default. (e) At the direction of the U.S. Collateral Agent, solely upon at its option, may require that each U.S. Collateral Proceeds Account and the occurrence and during the continuance General Funds Account of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to be established at the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.U.S.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant each Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Administrative Agent may reasonably require in connection with such test verifications. The Collateral Administrative Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Administrative Agent’s 's request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receiptsinvoices. (dc) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not not, without prior consent from the Administrative Agent, grant any extension of the time of payment of any of the Accounts, ; compromise, compound or settle the same for less than the full amount thereof, ; release, wholly or partly, any Person liable for the payment thereof, ; or allow any credit or discount whatsoever thereon if the Collateral Administrative Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default.. -21- CANADIAN PLEDGE AND SECURITY AGREEMENT LEGAL 23770880.12 (ed) At Each Grantor shall, at the direction request of the Collateral Agent, solely upon Administrative Agent following the occurrence and during the continuance of an Event of Default, subject legend the Accounts and the other books, records and documents of such Grantor evidencing or pertaining to Accounts with an appropriate reference to the terms fact that the Accounts have been assigned to the Administrative Agent for the benefit of the Intercreditor Agreements, each Grantor shall grant to Secured Parties and that the Collateral Administrative Agent to the extent assignable, has a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements)security interest therein. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.ARTICLE V

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Collateral Agent's reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s 's Accounts Receivable constituting Collateral and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 8(a) of the Credit Agreement. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 8(a) of the Credit Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivables constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in to, the exact form received, duly endorsed by such Grantor to the U.S. Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 subsection 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the U.S. Collateral Account Bank (or by any Grantor in trust for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 8(a) of the Credit Agreement has occurred and is continuing, at the Collateral Agent's election, each of the Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the U.S. Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in subsection 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the U.S. Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositsubsection 6.1(d) hereof. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to the terms Default specified in subsection 8(a) of the Intercreditor AgreementsCredit Agreement, at the Collateral Agent's request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor's Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor's Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Grantors not U.S. Collateral Account Bank to grant or make promptly remit any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the funds on deposit in each Grantor's U.S. Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect Proceeds Account to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.Grantor's General Fund

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower Parent Grantor and any other relevant GrantorGrantor (which notice may be given concurrently with the following actions), the Administrative Collateral Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Collateral Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (ba) The Collateral Agent hereby authorizes each Grantor to collect such GrantorXxxxxxx’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, and subject to the ABL Intercreditor Agreement, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, and subject to the terms of the ABL Intercreditor AgreementsAgreement, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (dc) Upon the occurrence and during the continuance of an Event of Default, and subject to the Intercreditor Agreement, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (ed) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant grants to the Collateral Agent to the extent assignable, a an irrevocable, non-exclusive, fully paid-up, royalty-royalty- free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements)Grantor. Such license shall include includes access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments Proceeds constituting collections of such Accounts, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed indorsed by such Grantor to the Collateral Agent if required, in a Collateral the Concentration Account established by such Grantor maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections of Accounts shall be accompanied while held by a report identifying the Concentration Account bank (or by any Guarantor in reasonable detail trust for the nature and source benefit of the payments included Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default has occurred and is continuing, at the Collateral Agent’s election, the Collateral Agent may apply all or any part of the funds on deposit in the depositConcentration Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section 6.5. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to at the terms of the Intercreditor AgreementsCollateral Agent’s request, each Grantor shall deliver to the Collateral Agent all Instruments and Chattel Paper evidencing any Accounts not otherwise in the possession of the Collateral Agent and all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the such Grantor’s Accounts, including including, without limitation, all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable prior written notice to the Borrower and any other relevant GrantorGrantor (and subject in any event to the terms and conditions of the DIP Order (with respect to the applicable Grantors)), the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts that are Collateral (the “Subject Accounts”) in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Administrative Agent may reasonably require in connection with such test verifications. The Collateral Administrative Agent shall have the absolute right to share any information it gains from such inspection or verification with any other Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Subject Accounts and the Collateral Agent may (subject in any event to the terms and conditions of the DIP Order (with respect to the applicable Grantors)) curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault (and subject in any event to the terms and conditions of the DIP Order (with respect to the applicable Grantors)), any payments of Subject Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Subject Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s prior written request (and subject in any event to the terms and conditions of the DIP Order (with respect to the applicable Grantors)) at any time after the occurrence and during the continuance of an Event of Default, Default (and subject in any event to the terms and conditions of the Intercreditor AgreementsDIP Order (with respect to the applicable Grantors)), each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Subject Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of DefaultDefault (and subject in any event to the terms and conditions of the DIP Order (with respect to the applicable Grantors)), a Grantor shall not grant any extension of the time of payment of any of the Subject Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors such Grantor in writing not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, Default (and subject in any event to the terms and conditions of the Intercreditor AgreementsDIP Order (with respect to the applicable Grantors)), each Grantor shall grant to the Collateral Agent to the extent assignable, a an irrevocable, non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements)Grantor. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or of printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Parent Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Administrative Agent to (and upon such instruction, the Collateral Administrative Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral such Agent may reasonably require in connection with such test verifications. The Collateral Such Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Administrative Agent’s request at any time after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receiptsinvoices. (dc) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not not, without prior consent from the Administrative Agent, grant any extension of the time of payment of any of the Accounts, ; compromise, compound or settle the same for less than the full amount thereof, ; release, wholly or partly, any Person liable for the payment thereof, ; or allow any credit or discount whatsoever thereon if the Collateral Administrative Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (ed) At Unless expressly prohibited by the direction licensor thereof or by any provision of applicable law, each Grantor hereby grants to the Administrative Agent a non-exclusive license to use, without charge: (i) each Grantor’s computer programs, software, printouts and other computer materials, technical knowledge or processes, databases, materials and licenses thereto, and (ii) each Grantor’s owned or licensed trademarks, registered trademarks, trademark applications, service marks, registered service marks, service xxxx applications, patents, patent applications, trade names, rights of use of any name, labels fictitious names, registrations, copyrights, copyright applications, permits, franchises, customer lists, credit files, correspondence, and advertising materials or any property of a similar nature, in each case, solely to the extent necessary to administer the Accounts or any rights to the foregoing, in the advertising for sale, and selling any of the Collateral Collateral, or exercising any other remedies hereto. Each Grantor agrees that its rights under all licenses and franchise agreements shall inure to the Administrative Agent’s benefit. To the extent the grant of the aforesaid license described is prohibited by the licensor thereof, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms Default under Section 8.01(a) or 8.01(f) of the Intercreditor AgreementsCredit Agreement, each the applicable Grantor shall exercise commercially reasonable efforts to obtain the consent of such licensor to its grant to the Collateral Administrative Agent of such license solely to the extent assignablenecessary to administer the Accounts or any rights to the foregoing, a non-exclusivein the advertising for sale, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense and selling any of the Intellectual Property included in Collateral, or exercising any other remedies hereto. Notwithstanding the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright Licenseforegoing, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 3.02 shall require any Grantor Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach of or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted granted, to the extent permitted by the Credit Agreement, with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject property (after giving effect to the quality control standards applicable to each Uniform Commercial Code or principles of equity). For the avoidance of doubt, the use of such Trademark as in effect as license by the Administrative Agent may be exercised, at the option of the date Administrative Agent only during the continuation of an Event of Default and only upon prior notice to the applicable Grantor. (e) Each Grantor shall, at the reasonable request of the Administrative Agent following the occurrence and during the continuance of an Event of Default, legend the Accounts and the other books, records and documents of such licenses hereunder are grantedGrantor evidencing or pertaining to Accounts with an appropriate reference to the fact that the Accounts have been assigned to the Administrative Agent for the benefit of the Secured Parties and that the Administrative Agent has a security interest therein.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 8(a) of the Credit Agreement. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 8(a) of the Credit Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivable constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 subsection 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 8(a) of the Credit Agreement has occurred and is continuing, at the Collateral Agent’s election, each of the Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in subsection 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositsubsection 6.1(d) hereof. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to the terms Default specified in subsection 8(a) of the Intercreditor AgreementsCredit Agreement, at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of Default has occurred and is continuing, the Collateral Agent and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of agree that the Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account and the occurrence and during the continuance General Fund Account of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to be established at the Collateral Agent Agent. Each Grantor shall have the right, at any time and from time to the extent assignabletime, a non-exclusiveto withdraw such of its own funds from its own General Fund Account, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Collateral Agent may curtail or terminate said authority at any time time, without limiting the Collateral Agent’s rights under subsection 4.16 of the Credit Agreement, after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 9(a) of the Credit Agreement. If required in writing by the Collateral Agent at any time time, without limiting the Collateral Agent’s rights under subsection 4.16 of the Credit Agreement, after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 9(a) of the Credit Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivables constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 subsection 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the Credit Agreement has occurred and is continuing, at the Collateral Agent’s election, each of the Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in subsection 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositsubsection 6.1(d) hereof. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to the terms Default specified in subsection 9(a) of the Intercreditor AgreementsCredit Agreement, at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor, maintained in compliance with the provisions of subsection 4.16 of the Credit Agreement. In the event that an Event of Default has occurred and is continuing, the Collateral Agent and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of agree that the Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account and the occurrence and during the continuance General Fund Account of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to be established at the Collateral Agent Agent. Each Grantor shall have the right, at any time and from time to the extent assignabletime, a non-exclusiveto withdraw such of its own funds from its own General Fund Account, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative Term Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Term Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Term Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Term Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyTerm Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Term Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Term Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 8(a) of the Credit Agreement. If required in writing by the Term Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsection 8(a) of the Credit Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivables constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Term Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 subsection 6.5 hereof, and (ii) until so turned over, shall be held by such Grantor in trust for the Term Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the Term Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 8(a) of the Credit Agreement has occurred and is continuing, at the Term Collateral Agent’s election, each of the Term Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in subsection 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositsubsection 6.1(d) hereof. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to the terms Default specified in subsection 8(a) of the Intercreditor AgreementsCredit Agreement, at the Term Collateral Agent’s request, each Grantor shall deliver to the Term Collateral Agent copies or, if required by the Term Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon So long as no Event of Default has occurred and is continuing, the occurrence and during Term Collateral Agent shall instruct the continuance of Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Term Collateral Agent shall have instructed and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during agree that the continuance of such Event of Default. (e) At the direction of the Term Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account and the occurrence and during the continuance General Fund Account of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor be established at the Term Collateral Agent. Each Grantor shall grant have the right, at any time and from time to the Collateral Agent time, to the extent assignablewithdraw such of its own funds from its own General Fund Account, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsections (i) or (ii) of Section 601 of the Indenture. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in subsections (i) or (ii) of Section 601 of the Indenture, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivables constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 subsection 6.5 hereof, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsections (i) or (ii) of Section 601 of the Indenture has occurred and is continuing, at the Collateral Agent’s election, the Collateral Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in subsection 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositsubsection 6.1(d) hereof. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to the terms Default specified in subsections (i) or (ii) of Section 601 of the Intercreditor AgreementsIndenture, at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon So long as no Event of Default has occurred and is continuing, the occurrence and during Collateral Account Bank shall promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the continuance of event that an Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of agree that the Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account and the occurrence and during the continuance General Fund Account of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to be established at the Collateral Agent Agent. Each Grantor shall have the right, at any time and from time to the extent assignabletime, a non-exclusiveto withdraw such of its own funds from its own General Fund Account, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice Default, subject to the Borrower and any other relevant Grantorapplicable Intercreditor Agreement, the Administrative Common Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Common Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to any applicable Intercreditor Agreement, upon the Common Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Common Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCommon Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Common Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Common Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in Section 9(a) of the applicable Credit Agreement, subject to any applicable Intercreditor Agreement. If required in writing by the Common Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in Section 9(a) of the applicable Credit Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivables constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Common Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Common Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the Common Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in Section 9(a) of the applicable Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Common Collateral Agent’s election, each of the Common Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositSection 6.1(d) hereof. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of DefaultDefault specified in Section 9(a) of the applicable Credit Agreement, and subject to any applicable Intercreditor Agreement, at the terms of the Intercreditor AgreementsCommon Collateral Agent’s request, each Grantor shall deliver to the Common Collateral Agent copies or, if required by the Common Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which that gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon So long as no Event of Default has occurred and is continuing, the occurrence and during Common Collateral Agent shall instruct the continuance of Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account or any other account designated by such Grantor. In the event that an Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant subject to any extension of applicable Intercreditor Agreement, the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Common Collateral Agent shall have instructed and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during agree that the continuance of such Event of Default. (e) At the direction of the Common Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account and the occurrence and during General Fund Account of each Grantor be established at the continuance of an Event of Default, subject Common Collateral Agent or at another institution reasonably acceptable to the terms of the Intercreditor Agreements, each Common Collateral Agent. Each Grantor shall grant have the right, at any time and from time to the Collateral Agent time, to the extent assignablewithdraw such of its own funds from its own General Fund Account, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice Default, subject to the Borrower and any other relevant Grantorapplicable Intercreditor Agreement, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to any applicable Intercreditor Agreement, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement). If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault specified in Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts Receivables constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections or other cash proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any Grantor in trust for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in Section 9(a) of the Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Collateral Agent’s election, each of the Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositSection 6.1(d) hereof. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of DefaultDefault specified in Section 9(a) of the Credit Agreement, subject to any applicable Intercreditor Agreement, at the terms of the Intercreditor AgreementsCollateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which that gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to such Grantor’s General Fund Account. In the event that an Event of Default has occurred and is continuing, subject to any applicable Intercreditor Agreement, the Collateral Agent and the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of agree that the Collateral Agent, solely upon at its option, may require that each Collateral Proceeds Account and the occurrence and during the continuance General Fund Account of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant be established at the Collateral Agent or at another institution reasonably acceptable to the Collateral Agent Agent. Each Grantor shall have the right, at any time and from time to the extent assignabletime, a non-exclusiveto withdraw such of its own funds from its own General Fund Account, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; providedmaintain such balances in its General Fund Account, however, that nothing in this Section 5.1 as it shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses deem to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantednecessary or desirable.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments Proceeds constituting collections of such Accounts, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed indorsed by such Grantor to the Collateral Agent if required, in a Collateral Concentration Account established by such Grantor maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of All Proceeds constituting collections of Accounts shall be accompanied while held by a report identifying the Concentration Account bank (or by any Grantor in reasonable detail trust for the nature and source benefit of the payments included Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default has occurred and is continuing, at the Collateral Agent’s election, the Collateral Agent may apply all or any part of the funds on deposit in a Concentration Account established by the depositrelevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Section 6.5. (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to at the terms of the Intercreditor AgreementsCollateral Agent’s request, each Grantor shall deliver to the Collateral Agent all Instruments and Chattel Paper evidencing any Accounts not otherwise in the possession of the Collateral Agent and all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the such Grantor’s Accounts, including including, without limitation, all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall grant to the Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.

Certain Matters Relating to Accounts. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice Default, subject to the Borrower and any other relevant Grantoreach applicable Intercreditor Agreement, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The At any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to each applicable Intercreditor Agreement, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyCollateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Collateral Agent may curtail or terminate said authority at any time time, without limiting the Collateral Agent’s rights under Subsection 8.13 of the Credit Agreement, after the occurrence and during the continuance of an Event of DefaultDefault specified in Subsections 10.1 or 10.5 of the Credit Agreement, subject to any applicable Intercreditor Agreement. If required in writing by the Collateral Agent at any time time, without limiting the Collateral Agent’s rights under Subsection 8.13 of the Credit Agreement, after the occurrence and during the continuance of an Event of DefaultDefault specified in Subsections 10.1 or 10.5 of the Credit Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash proceeds of AccountsAccounts constituting Collateral, when collected by any such Grantor, (i) shall be forthwith (and, in any event, within two 2 Business DaysDays of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor in the exact form receivedto, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentProceeds Account, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5 Subsection 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the benefit of the Collateral Agent and the other Secured Parties. All Proceeds constituting collections or other cash proceeds of Accounts constituting Collateral while held by the Collateral Account Bank (or by any Grantor for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in Subsections 10.1 or 10.5 of the Credit Agreement has occurred and is continuing, segregated from other subject to any applicable Intercreditor Agreement, at the Collateral Agent’s election, each of the Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such GrantorGrantor then due and owing, such application to be made as set forth in Subsection 6.5. Each such So long as no Event of Default has occurred and is continuing, the funds on deposit of in the Collateral Proceeds of Accounts Account shall be accompanied by a report identifying remitted as provided in reasonable detail the nature and source of the payments included in the depositSubsection 6.1(d). (c) At the Collateral Agent’s request at any time and from time to time after the occurrence and during the continuance of an Event of DefaultDefault specified in Subsection 10.1(a) of the Credit Agreement, subject to each applicable Intercreditor Agreement, at the terms of the Intercreditor AgreementsCollateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all original and other documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to the Accountssuch Grantor’s Accounts Receivable constituting Collateral, including including, without limitation, all original statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance of an So long as no Event of DefaultDefault has occurred and is continuing, a Grantor shall not grant any extension of the time of payment of any of the Accountssubject to each applicable Intercreditor Agreement, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of instruct the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject Account Bank to the terms of the Intercreditor Agreements, promptly remit any funds on deposit in each Grantor shall grant to the Grantor’s Collateral Agent to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise Proceeds Account to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are granted.Blocked

Certain Matters Relating to Accounts. (ai) At any time and from time to time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant GrantorDefault, the Administrative Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent it reasonably considers advisable, and each the relevant Grantor shall furnish all such assistance and information as the Collateral Administrative Agent may require in connection with such test verifications. The Collateral At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent's reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent shall have to furnish to the absolute right to share any information it gains from such inspection or verification with any Secured PartyAdministrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. (bii) The Collateral Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Accounts and the Collateral Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required in writing by the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments Proceeds constituting collections of such Accounts, when collected by any such Grantor, (i) shall be forthwith (and, in 21 164 any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed indorsed by such Grantor to the Collateral Administrative Agent if required, in a the Collateral Proceeds Account established by such Grantor maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral Administrative Agent, subject to withdrawal by the Collateral Administrative Agent for the account of the Secured Parties only as provided in Section 5.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At . All Proceeds constituting collections of Accounts while held by the Collateral Agent’s request at Account Bank (or by any Guarantor in trust for the benefit of the Administrative Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time after the occurrence and during the continuance of when an Event of DefaultDefault has occurred and is continuing, subject at the Administrative Agent's election, the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the terms payment of the Intercreditor AgreementsObligations of such Grantor then due and owing, such application to be made as set forth in Section 6.5 hereof. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be remitted as provided in Section 6.9 hereof. At any time when an Event of Default has occurred and is continuing, at the Administrative Agent's request, each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the such Grantor's Accounts, including including, without limitation, all original orders, invoices and shipping receiptsstatements relating to such Grantor's Accounts. (diii) Upon At any time and from time to time after the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of at the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. (e) At the direction of the Collateral Administrative Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements's request, each Grantor shall grant deliver to the Collateral Administrative Agent to all original and other documents evidencing, and relating to, the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign, license or sublicense any of the Intellectual Property included in the Collateral agreements and now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in transactions which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives gave rise to any right of accelerationsuch Grantor's Accounts, modification or cancellation under any contractincluding, licensewithout limitation, agreementall original orders, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantedinvoices and shipping receipts.

Certain Matters Relating to Accounts. (a) At Subject to the terms of the First Lien/Second Lien Intercreditor Agreement, at any time after the occurrence and during the continuance continuation of an Event of Default Default, and after giving reasonable prior written notice is delivered to the Borrower and any other relevant Grantor, the Administrative Collateral Agent shall have the right, but not the obligation, right to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Second Lien Secured Party; provided that the provisions of Section 13.16 of the Second Lien Credit Agreement or any equivalent provision of any Additional Second Lien Agreement shall apply to such information. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and and, subject to the terms of the First Lien/Second Lien Intercreditor Agreement, the Collateral Agent may curtail or terminate said authority at any time upon three Business Days’ prior written notice after the occurrence and during the continuance continuation of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during the continuance continuation of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two three Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Deposit Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Collateral AgentAgent (the “Collateral Account”), subject to withdrawal by the Collateral Agent for the account of the Second Lien Secured Parties only as provided in Section 5.5 Sections 5.4 and 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Second Lien Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At Subject to the terms of the First Lien/Second Lien Intercreditor Agreement, at the Collateral Agent’s written request at any time after the occurrence and during the continuance continuation of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. (d) Upon the occurrence and during the continuance continuation of an Event of Default, and after prior written notice thereof is delivered to the Grantor, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent shall have instructed the Grantors such Grantor in writing not to grant or make any such extension, credit, discount, compromise compromise, or settlement under any circumstances during the continuance continuation of such Event of Default. (e) At the direction of the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor AgreementsExcept as otherwise provided in this Section 5.1, each Grantor shall grant may continue to the Collateral Agent collect, at its own expense, all amounts due or to the extent assignable, a non-exclusive, fully paid-up, royalty-free, worldwide license become due to use, assign, license or sublicense any of the Intellectual Property included in the Collateral and now owned or hereafter acquired by such Grantor (subject under the Accounts. In connection with such collections, each Grantor may take such action as such Grantor may deem necessary or advisable to enforce collection of amounts due or to become due under the rights of any person or entity under any pre-existing Copyright License, Patent License, Trademark License or other agreements). Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each such Trademark as in effect as of the date such licenses hereunder are grantedAccounts.