Common use of Certain Matters Relating to Receivables Clause in Contracts

Certain Matters Relating to Receivables. (a) Subject to applicable law and contractual rights, if any, in each case relating to confidentiality, at any time after the occurrence and during the continuance of an Event of Default during any field examination permitted under the Credit Agreement, the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor in the name of such Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law), and the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement. Except as set forth in Section 6.1(c), at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, require any payments of Receivables, 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 Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent as collateral security for such Grantor’s Obligations, subject to withdrawal by the Administrative Agent for the account of the Secured Parties in payment of such Grantor’s Obligations only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Notwithstanding anything to the contrary herein, the Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor without assigning the assets and goodwill of the business associated therewith and any such assignment shall be null and void. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, (1) any payments of Receivables (other than Receivables subject to Retained Rights) shall be directed by the applicable Grantor or the Administrative Agent to be sent directly to a lockbox address designated by the Administrative Agent and daily deposited into a lockbox account at the Administrative Agent under the sole dominion and control of the Administrative Agent, and (2) the applicable Grantor shall cause any payments of Government Receivables subject to Retained Rights, when collected by any Grantor, to be forthwith (and, in any event, within two Business Days) deposited by such Grantor into a separate deposit account (the “Government Receivables Account”) under the dominion and control of the Grantor, for which such Grantor shall have delivered a standing direction to the depository holding such applicable Government Receivables Account, directing it to sweep cash proceeds of such Receivables daily and to wire and deposit the same into the Collateral Account specified in Section 6.1(b) above, all to the extent not prohibited by applicable law. It shall be an Event of Default under the Credit Agreement if any Grantor changes such standing direction. Each such deposit of Proceeds of Receivables subject to Retained Rights deposited in the Government Receivables Account shall be accompanied by a report delivered to the Administrative Agent within two Business Days after the deposit thereof into the Government Receivables Account, identifying in reasonable detail the nature and source of the payments included in such deposit. (d) Upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s reasonable request, each Grantor shall deliver to the Administrative Agent all copies of (or originals to the extent deemed necessary by the Administrative Agent) all material documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables of such Grantor, including, without limitation, copies of (or originals to the extent deemed necessary by the Administrative Agent) all orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) Subject to applicable law and contractual rights, if any, in each case relating to confidentiality, at any time after the occurrence and during the continuance of an Event of Default during any field examination permitted under the Credit Agreement, the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor in the name of such Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables (except in respect 's Receivables, subject, following the occurrence and during the continuance of any Receivable subject to Retained Rights an Event of Default, to the extent not permitted by applicable law)Administrative Agent's direction and control, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation in the ordinary course of business consistent with past practice; provided, however, that the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of Default. If required by the Credit Agreement. Except as set forth in Section 6.1(c), Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit AgreementDefault, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, require any payments of Receivables, 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 Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent as collateral security for such Grantor’s ObligationsAgent, subject to withdrawal by the Administrative Agent for the account of the Secured Parties in payment of such Grantor’s Obligations only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Notwithstanding anything to the contrary herein, the Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor without assigning the assets and goodwill of the business associated therewith and any such assignment shall be null and void. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, (1) any payments of Receivables (other than Receivables subject to Retained Rights) shall be directed by the applicable Grantor or the Administrative Agent to be sent directly to a lockbox address designated by the Administrative Agent and daily deposited into a lockbox account at the Administrative Agent under the sole dominion and control of the Administrative Agent, and (2) the applicable Grantor shall cause any payments of Government Receivables subject to Retained Rights, when collected by any Grantor, to be forthwith (and, in any event, within two Business Days) deposited by such Grantor into a separate deposit account (the “Government Receivables Account”) under the dominion and control of the Grantor, for which such Grantor shall have delivered a standing direction to the depository holding such applicable Government Receivables Account, directing it to sweep cash proceeds of such Receivables daily and to wire and deposit the same into the Collateral Account specified in Section 6.1(b) above, all to the extent not prohibited by applicable law. It shall be an Event of Default under the Credit Agreement if any Grantor changes such standing direction. Each such deposit of Proceeds of Receivables subject to Retained Rights deposited in the Government Receivables Account shall be accompanied by a report delivered to the Administrative Agent within two Business Days after the deposit thereof into the Government Receivables Account, identifying in reasonable detail the nature and source of the payments included in such deposit. (d) Upon Following the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s reasonable 's request, each Grantor shall deliver to the Administrative Agent all copies of (or originals to the extent deemed necessary by the Administrative Agent) all material original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables of such Grantorthat are included in the Collateral, including, without limitation, copies of (or originals to the extent deemed necessary by the Administrative Agent) including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) Subject to applicable law and contractual rights, if any, So long as a Notice of Acceleration is in each case relating to confidentiality, at any time after the occurrence and during the continuance of an Event of Default during any field examination permitted under the Credit Agreementeffect, the Administrative Agent Collateral Trustee shall have the right right, with written notice to the Company, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisableaccordance with Section 5.2(a) of this Agreement, and each Grantor in the name of such Grantor shall furnish all such assistance and information as the Administrative Agent Collateral Trustee may reasonably require in connection with such test verifications. (b) The Administrative Agent Collateral Trustee hereby authorizes each Grantor to collect such Grantor’s Receivables (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law)Receivables, and the Administrative Agent may, or upon Collateral Trustee may pursuant to a written notice to the request of the Required Lenders, the Administrative Agent shall, Company curtail or terminate said authority at any time after when a Notice of Acceleration is in effect. If required by the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement. Except as set forth in Section 6.1(c), Collateral Trustee at any time after the occurrence and during the continuance while a Notice of an Event of Default under Sections 8(a) or (f) of the Credit AgreementAcceleration is in effect, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, require any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two five Business Days) deposited by such Grantor in the exact form received, duly endorsed indorsed by such Grantor to the Administrative Agent Collateral Trustee if required, in a the Collateral Account maintained under the sole dominion and control of the Administrative Agent as collateral security for such Grantor’s ObligationsAccount, subject to withdrawal by the Administrative Agent Collateral Trustee for the account of the Secured Parties in payment of such Grantor’s Obligations only as provided in Section 6.55.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent Collateral Trustee and the other Secured Parties, segregated from other funds of such Grantor. Notwithstanding anything to the contrary herein, the Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor without assigning the assets and goodwill of the business associated therewith and any such assignment shall be null and void. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) If required by the Administrative Agent at any time after the occurrence and during the continuance When a Notice of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, (1) any payments of Receivables (other than Receivables subject to Retained Rights) shall be directed by the applicable Grantor or the Administrative Agent to be sent directly to a lockbox address designated by the Administrative Agent and daily deposited into a lockbox account at the Administrative Agent under the sole dominion and control of the Administrative Agent, and (2) the applicable Grantor shall cause any payments of Government Receivables subject to Retained Rights, when collected by any Grantor, to be forthwith (and, Acceleration is in any event, within two Business Days) deposited by such Grantor into a separate deposit account (the “Government Receivables Account”) under the dominion and control of the Grantor, for which such Grantor shall have delivered a standing direction to the depository holding such applicable Government Receivables Account, directing it to sweep cash proceeds of such Receivables daily and to wire and deposit the same into the Collateral Account specified in Section 6.1(b) above, all to the extent not prohibited by applicable law. It shall be an Event of Default under the Credit Agreement if any Grantor changes such standing direction. Each such deposit of Proceeds of Receivables subject to Retained Rights deposited in the Government Receivables Account shall be accompanied by a report delivered to the Administrative Agent within two Business Days after the deposit thereof into the Government Receivables Account, identifying in reasonable detail the nature and source of the payments included in such deposit. (d) Upon the occurrence and during the continuance of an Event of Defaulteffect, at the Administrative AgentCollateral Trustee’s reasonable requestrequest pursuant to a written notice to the Company, each Grantor shall deliver to the Administrative Agent Collateral Trustee all copies of (original and other documents in its possession or originals to the extent deemed necessary by the Administrative Agent) all material documents control evidencing, and relating to, the agreements and transactions which that gave rise to the Receivables of such GrantorReceivables, including, without limitation, copies of (or originals to as the extent deemed necessary by the Administrative Agent) all orders, invoices and shipping receiptsCollateral Trustee shall reasonably request.

Certain Matters Relating to Receivables. (a) Subject to applicable law and contractual rights, if any, in each case relating to confidentiality, at At any time after the occurrence and during the continuance of an Event of Default during any field examination permitted under the Credit Agreement, (i) the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor in the name of such Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verificationsverifications and (ii) upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The At any time after the occurrence and during the continuance of an Event of Default, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables (except in respect of any Receivable Receivables, subject to Retained Rights to the extent not permitted by applicable law)Administrative Agent’s direction and control, and the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, may curtail or terminate said authority at any time after the occurrence and during the continuance of an such Event of Default under Sections 8(a) or (f) of Default. If required by the Credit Agreement. Except as set forth in Section 6.1(c), Administrative Agent at any time after the occurrence and during the continuance of an such Event of Default under Sections 8(a) or (f) of the Credit AgreementDefault, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, require any payments of Receivables, 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 Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent as collateral security for such Grantor’s ObligationsAgent, subject to withdrawal by the Administrative Agent for the account of the Secured Parties in payment of such Grantor’s Obligations only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Notwithstanding anything to the contrary herein, the Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor without assigning the assets and goodwill of the business associated therewith and any such assignment shall be null and void. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, (1) any payments of Receivables (other than Receivables subject to Retained Rights) shall be directed by the applicable Grantor or the Administrative Agent to be sent directly to a lockbox address designated by the Administrative Agent and daily deposited into a lockbox account at the Administrative Agent under the sole dominion and control of the Administrative Agent, and (2) the applicable Grantor shall cause any payments of Government Receivables subject to Retained Rights, when collected by any Grantor, to be forthwith (and, in any event, within two Business Days) deposited by such Grantor into a separate deposit account (the “Government Receivables Account”) under the dominion and control of the Grantor, for which such Grantor shall have delivered a standing direction to the depository holding such applicable Government Receivables Account, directing it to sweep cash proceeds of such Receivables daily and to wire and deposit the same into the Collateral Account specified in Section 6.1(b) above, all to the extent not prohibited by applicable law. It shall be an Event of Default under the Credit Agreement if any Grantor changes such standing direction. Each such deposit of Proceeds of Receivables subject to Retained Rights deposited in the Government Receivables Account shall be accompanied by a report delivered to the Administrative Agent within two Business Days after the deposit thereof into the Government Receivables Account, identifying in reasonable detail the nature and source of the payments included in such deposit. (d) Upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s reasonable request, each Grantor shall deliver to the Administrative Agent all copies of (or originals to the extent deemed necessary by the Administrative Agent) all material documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables of such Grantor, including, without limitation, copies of (or originals to the extent deemed necessary by the Administrative Agent) all orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) Subject to applicable law and contractual rights, if any, in each case relating to confidentiality, at any time after the occurrence and during the continuance of an Event of Default during any field examination permitted under the Credit Agreement, the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor in the name of such Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables (except in respect of and any Supporting Obligation and diligently exercise each material right it may have under any Receivable subject to Retained Rights to the extent not permitted by applicable law)and any Supporting Obligation, and in each case, at its own expense; provided, however, that the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of Default. If required in writing by the Credit Agreement. Except as set forth in Section 6.1(c), Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit AgreementDefault, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, require any payments of Receivables, when collected by any such Grantor, (i) shall be forthwith promptly (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent as collateral security for such Grantor’s ObligationsAgent, subject to withdrawal by the Administrative Agent for the account of the Secured Parties in payment of such Grantor’s Obligations only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds fund of such Grantor. Notwithstanding anything to the contrary herein, the Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor without assigning the assets and goodwill of the business associated therewith and any such assignment shall be null and void. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) If required by At the Administrative Agent at any time Agent’s reasonable request after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, (1) any payments of Receivables (other than Receivables subject to Retained Rights) shall be directed by the applicable Grantor or the Administrative Agent to be sent directly to a lockbox address designated by the Administrative Agent and daily deposited into a lockbox account at the Administrative Agent under the sole dominion and control of the Administrative Agent, and (2) the applicable Grantor shall cause any payments of Government Receivables subject to Retained Rights, when collected by any Grantor, to be forthwith (and, in any event, within two Business Days) deposited by such Grantor into a separate deposit account (the “Government Receivables Account”) under the dominion and control of the Grantor, for which such Grantor shall have delivered a standing direction to the depository holding such applicable Government Receivables Account, directing it to sweep cash proceeds of such Receivables daily and to wire and deposit the same into the Collateral Account specified in Section 6.1(b) above, all to the extent not prohibited by applicable law. It shall be an Event of Default under the Credit Agreement if any Grantor changes such standing direction. Each such deposit of Proceeds of Receivables subject to Retained Rights deposited in the Government Receivables Account shall be accompanied by a report delivered to the Administrative Agent within two Business Days after the deposit thereof into the Government Receivables Account, identifying in reasonable detail the nature and source of the payments included in such deposit. (d) Upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s reasonable request, each Grantor shall deliver to the Administrative Agent all copies of (any original Documents, Instruments or originals to the extent deemed necessary by the Administrative Agent) all material documents evidencing, and relating to, the agreements and transactions which gave Chattel Paper giving rise to the Receivables of such Grantor, including, without limitation, copies of (or originals to that are included in the extent deemed necessary by the Administrative Agent) all orders, invoices and shipping receiptsCollateral.

Certain Matters Relating to Receivables. (a) Subject to applicable law and contractual rights, if any, in each case relating to confidentiality, at any time after the occurrence and during the continuance of an Event of Default during any field examination permitted under the Credit Agreement, the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor in the name of such Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. (b) The Administrative Pari Passu Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables (except and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation in respect of thereof and exercise each right it may have under any Receivable subject to Retained Rights to and any such Supporting Obligation, in each case, at its own expense; provided, however, that the extent not permitted by applicable law)Pari Passu Collateral Agent, and at the Administrative Agent may, or upon the request direction of the Applicable Required Lenders, the Administrative Agent shall, may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) Default. If required by the Pari Passu Collateral Agent, at the direction of the Credit Agreement. Except as set forth in Section 6.1(c)Applicable Required Lenders, at any time after the occurrence and during the continuance of an Event of Default under Sections 8(aSection 8.1(a) or (f8.1(f) of the Credit Agreement, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, require any payments of Receivables, when collected by any Grantor, (i) shall be forthwith promptly (and, in any event, within two (2) Business Days) be deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Administrative Pari Passu Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent as collateral security for such Grantor’s ObligationsPari Passu Collateral Agent, subject to withdrawal by the Administrative Pari Passu Collateral Agent for the account of the Secured Parties in payment of such Grantor’s Obligations only as provided in Section 6.56.6, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Notwithstanding anything to the contrary herein, the Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor without assigning the assets and goodwill of the business associated therewith and any such assignment shall be null and void. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, (1) any payments of Receivables (other than Receivables subject to Retained Rights) shall be directed by the applicable Grantor or the Administrative Agent to be sent directly to a lockbox address designated by the Administrative Agent and daily deposited into a lockbox account at the Administrative Agent under the sole dominion and control of the Administrative Agent, and (2) the applicable Grantor shall cause any payments of Government Receivables subject to Retained Rights, when collected by any Grantor, to be forthwith (and, in any event, within two Business Days) deposited by such Grantor into a separate deposit account (the “Government Receivables Account”) under the dominion and control of the Grantor, for which such Grantor shall have delivered a standing direction to the depository holding such applicable Government Receivables Account, directing it to sweep cash proceeds of such Receivables daily and to wire and deposit the same into the Collateral Account specified in Section 6.1(b) above, all to the extent not prohibited by applicable law. It shall be an Event of Default under the Credit Agreement if any Grantor changes such standing direction. Each such deposit of Proceeds of Receivables subject to Retained Rights deposited in the Government Receivables Account shall be accompanied by a report delivered to the Administrative Agent within two Business Days after the deposit thereof into the Government Receivables Account, identifying in reasonable detail the nature and source of the payments included in such deposit. (d) Upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s reasonable request, each Grantor shall deliver to the Administrative Agent all copies of (or originals to the extent deemed necessary by the Administrative Agent) all material documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables of such Grantor, including, without limitation, copies of (or originals to the extent deemed necessary by the Administrative Agent) all orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) Subject At any time and from time to applicable law and contractual rights, if any, in each case relating to confidentiality, at any time after the occurrence and during the continuance of an Event of Default during any field examination permitted under the Credit AgreementDefault, the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor in the name of such Grantor shall furnish all such assistance and information as the Administrative 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 Agent's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to Agent to furnish to Agent reports showing reconciliations, agings and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law)'s Receivables, and the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, may curtail or terminate said such authority at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit AgreementDefault. Except as set forth in Section 6.1(c), If required by Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit AgreementDefault, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, require any payments of Receivables, 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 indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account collateral account maintained under the sole dominion and control of Agent, for application to the Administrative Agent as collateral security for such Grantor’s Obligations, subject to withdrawal by the Administrative Agent for the account of the Secured Parties Liabilities in payment of such Grantor’s Obligations only as provided in accordance with Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such Grantor. Notwithstanding anything to the contrary herein, the Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor without assigning the assets and goodwill of the business associated therewith and any such assignment shall be null and void. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) If required by the Administrative Agent at At any time and from time to time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, (1) any payments of Receivables (other than Receivables subject to Retained Rights) shall be directed by the applicable Grantor or the Administrative Agent to be sent directly to a lockbox address designated by the Administrative Agent and daily deposited into a lockbox account at the Administrative Agent under the sole dominion and control of the Administrative Agent, and (2) the applicable Grantor shall cause any payments of Government Receivables subject to Retained Rights, when collected by any Grantor, to be forthwith (and, in any event, within two Business Days) deposited by such Grantor into a separate deposit account (the “Government Receivables Account”) under the dominion and control of the Grantor, for which such Grantor shall have delivered a standing direction to the depository holding such applicable Government Receivables Account, directing it to sweep cash proceeds of such Receivables daily and to wire and deposit the same into the Collateral Account specified in Section 6.1(b) above, all to the extent not prohibited by applicable law. It shall be an Event of Default under the Credit Agreement if any Grantor changes such standing direction. Each such deposit of Proceeds of Receivables subject to Retained Rights deposited in the Government Receivables Account shall be accompanied by a report delivered to the Administrative Agent within two Business Days after the deposit thereof into the Government Receivables Account, identifying in reasonable detail the nature and source of the payments included in such deposit. (d) Upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s reasonable 's request, each Grantor shall deliver to the Administrative Agent all copies of (or originals to the extent deemed necessary by the Administrative Agent) all material original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables of such GrantorReceivables, including, without limitation, copies of (or originals to the extent deemed necessary by the Administrative Agent) including all original orders, invoices and shipping receipts. (d) Each Grantor hereby irrevocably authorizes and empowers Agent, in Agent's sole discretion, at any time after the occurrence and during the continuance of an Event of Default, to assert, either directly or on behalf of such Grantor, any claim such Grantor may from time to time have against the sellers under or with respect to the Assigned Agreements and to receive and collect any and all damages, awards and other monies resulting therefrom and to apply the same to the Liabilities in accordance with Section 6.5. Each Grantor hereby irrevocably makes, constitutes and appoints Agent as its true and lawful attorney in fact for the purpose of enabling Agent to assert and collect such claims and to apply such monies in the manner set forth above, which appointment, being coupled with an interest, is irrevocable.

Certain Matters Relating to Receivables. (a) Subject to applicable law and contractual rights, if any, in each case relating to confidentiality, at any time after the occurrence and during the continuance of an Event of Default during any field examination permitted under the Credit Agreement, the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor in the name of such Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. (b) The Administrative Agent hereby authorizes each Grantor to collect and retain for its own use such Grantor’s Receivables (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law), and the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of Default. If required by the Credit Agreement. Except as set forth in Section 6.1(c), Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit AgreementDefault, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, require any payments of Receivables, when collected by any Grantor, (ixxviii) 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 Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent as collateral security for such Grantor’s ObligationsAgent, subject to withdrawal by the Administrative Agent for the account of the Secured Parties in payment of such Grantor’s Obligations Lenders only as provided in Section 6.5, 6.05 and (iixxix) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such Grantor. Notwithstanding anything to the contrary herein, the Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor without assigning the assets and goodwill of the business associated therewith and any such assignment shall be null and void. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, (1) any payments of Receivables (other than Receivables subject to Retained Rights) shall be directed by the applicable Grantor or the Administrative Agent to be sent directly to a lockbox address designated by the Administrative Agent and daily deposited into a lockbox account at the Administrative Agent under the sole dominion and control of the Administrative Agent, and (2) the applicable Grantor shall cause any payments of Government Receivables subject to Retained Rights, when collected by any Grantor, to be forthwith (and, in any event, within two Business Days) deposited by such Grantor into a separate deposit account (the “Government Receivables Account”) under the dominion and control of the Grantor, for which such Grantor shall have delivered a standing direction to the depository holding such applicable Government Receivables Account, directing it to sweep cash proceeds of such Receivables daily and to wire and deposit the same into the Collateral Account specified in Section 6.1(b) above, all to the extent not prohibited by applicable law. It shall be an Event of Default under the Credit Agreement if any Grantor changes such standing direction. Each such deposit of Proceeds of Receivables subject to Retained Rights deposited in the Government Receivables Account shall be accompanied by a report delivered to the Administrative Agent within two Business Days after the deposit thereof into the Government Receivables Account, identifying in reasonable detail the nature and source of the payments included in such deposit. (d) Upon the occurrence and during the continuance of an Event of Default, at At the Administrative Agent’s reasonable request, each Grantor shall deliver to the Administrative Agent all copies of (or originals to the extent deemed necessary by the Administrative Agent) all material original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables of such GrantorReceivables, including, without limitation, copies of (or originals to the extent deemed necessary by the Administrative Agent) all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) Subject to applicable law and contractual rights, if any, in each case relating to confidentiality, at At any time after the occurrence and during the continuance of an Event of Default during any field examination permitted under Default, upon the Credit Agreement, CDN Administrative Agent's reasonable request at the Administrative Agent shall have the right to make test verifications expense of the Receivables in any manner and through any medium that it reasonably considers advisablerelevant Grantor, and each Grantor in the name of such Grantor shall furnish all such assistance and information as cause independent public accountants or others satisfactory to the CDN Administrative Agent may reasonably require in connection with such to furnish to the CDN Administrative Agent reports showing reconciliations, aging and test verificationsverifications of, and trial balances for, the Receivables. (b) The If required by the CDN Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law), and the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default under Sections Section 8(a) or (f) of the Credit Agreement. Except as set forth in Section 6.1(c), at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f8(f) of the Credit Agreement, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, require any payments of Receivables, 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 CDN Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the CDN Administrative Agent as collateral security for such Grantor’s ObligationsAgent, subject to withdrawal by the CDN Administrative Agent for the account of the Secured Parties in payment of such Grantor’s Obligations CDN Administrative Agent, the Administrative Agent and the CDN Lenders only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the CDN Administrative Agent, the Administrative Agent and the other Secured PartiesCDN Lenders, segregated from other funds of such Grantor. Notwithstanding anything to the contrary herein, the Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor without assigning the assets and goodwill of the business associated therewith and any such assignment shall be null and void. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, (1) any payments of Receivables (other than Receivables subject to Retained Rights) shall be directed by the applicable Grantor or the Administrative Agent to be sent directly to a lockbox address designated by the Administrative Agent has occurred and daily deposited into a lockbox account is continuing and at the Administrative Agent under the sole dominion and control of the CDN Administrative Agent, and (2) the applicable Grantor shall cause any payments of Government Receivables subject to Retained Rights, when collected by any Grantor, to be forthwith (and, in any event, within two Business Days) deposited by such Grantor into a separate deposit account (the “Government Receivables Account”) under the dominion and control of the Grantor, for which such Grantor shall have delivered a standing direction to the depository holding such applicable Government Receivables Account, directing it to sweep cash proceeds of such Receivables daily and to wire and deposit the same into the Collateral Account specified in Section 6.1(b) above, all to the extent not prohibited by applicable law. It shall be an Event of Default under the Credit Agreement if any Grantor changes such standing direction. Each such deposit of Proceeds of Receivables subject to Retained Rights deposited in the Government Receivables Account shall be accompanied by a report delivered to the Administrative Agent within two Business Days after the deposit thereof into the Government Receivables Account, identifying in reasonable detail the nature and source of the payments included in such deposit. (d) Upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s reasonable 's request, each Grantor shall deliver to the CDN Administrative Agent all copies of (or originals to the extent deemed necessary by the Administrative Agent) all material documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables of such GrantorReceivables, including, without limitation, copies of (or originals to the extent deemed necessary by the Administrative Agent) all orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) Subject to applicable law and contractual rights, if any, in each case relating to confidentiality, at At any time after the occurrence and during the continuance of an Event of Default during any field examination permitted under the Credit AgreementDefault, the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor in the name of such Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require request in connection with such test verifications. (b) The Administrative Agent Each Grantor hereby authorizes each Grantor agrees to continue to collect all amounts due or to become due to such Grantor’s Grantor under the Receivables (except and any Supporting Obligation in respect of thereof and diligently exercise each material right it may have under any Receivable subject to Retained Rights to and any such Supporting Obligation, in each case, at its own expense consistent with its reasonable business judgment; provided, however, that the extent not permitted by applicable law), and the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of Default. If required by the Credit Agreement. Except as set forth in Section 6.1(c), Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit AgreementDefault, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, require any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business DaysDays (or such later date as the Agent may agree)) be deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent as collateral security for such Grantor’s ObligationsAgent, subject to withdrawal by the Administrative Agent for the account of the Note Secured Parties in payment of such Grantor’s Obligations only as provided in Section 6.55.4, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Note Secured Parties, segregated from other funds of such Grantor. Notwithstanding anything to the contrary herein, the Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor without assigning the assets and goodwill of the business associated therewith and any such assignment shall be null and void. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, (1) any payments of Receivables (other than Receivables subject to Retained Rights) shall be directed by the applicable Grantor or the Administrative Agent to be sent directly to a lockbox address designated by the Administrative Agent has occurred and daily deposited into a lockbox account at the Administrative Agent under the sole dominion and control of the Administrative Agent, and (2) the applicable Grantor shall cause any payments of Government Receivables subject to Retained Rights, when collected by any Grantor, to be forthwith (and, in any event, within two Business Days) deposited by such Grantor into a separate deposit account (the “Government Receivables Account”) under the dominion and control of the Grantor, for which such Grantor shall have delivered a standing direction to the depository holding such applicable Government Receivables Account, directing it to sweep cash proceeds of such Receivables daily and to wire and deposit the same into the Collateral Account specified in Section 6.1(b) above, all to the extent not prohibited by applicable law. It shall be an Event of Default under the Credit Agreement if any Grantor changes such standing direction. Each such deposit of Proceeds of Receivables subject to Retained Rights deposited in the Government Receivables Account shall be accompanied by a report delivered to the Administrative Agent within two Business Days after the deposit thereof into the Government Receivables Account, identifying in reasonable detail the nature and source of the payments included in such deposit. (d) Upon the occurrence and during the continuance of an Event of Defaultis continuing, at the Administrative Agent’s reasonable request, each Grantor shall deliver to the Administrative Agent all copies of (or originals to the extent deemed necessary by the Administrative Agent) all material original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables of such GrantorReceivables, including, without limitation, copies of (or originals to the extent deemed necessary by the Administrative Agent) all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) Subject to applicable law and contractual rights, if any, in each case relating to confidentiality, at any time after the occurrence and during the continuance of an Event of Default during any field examination permitted under the Credit Agreement, the The Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor in the name of such Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables (except in respect of any Receivable Receivables, subject to Retained Rights to the extent not permitted by applicable law)Administrative Agent’s direction and control, and the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of Default. If required by the Credit Agreement. Except as set forth in Section 6.1(c), Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit AgreementDefault, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, require any payments of Receivables, 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 Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent as collateral security for such Grantor’s ObligationsAgent, subject to withdrawal by the Administrative Agent for the account of the Secured Parties in payment of such Grantor’s Obligations Persons only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured PartiesPersons, segregated from other funds of such Grantor. Notwithstanding anything to the contrary herein, the Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor without assigning the assets and goodwill of the business associated therewith and any such assignment shall be null and void. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) If required by At the Administrative Agent Agent’s request at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, (1) any payments of Receivables (other than Receivables subject to Retained Rights) shall be directed by the applicable Grantor or the Administrative Agent to be sent directly to a lockbox address designated by the Administrative Agent and daily deposited into a lockbox account at the Administrative Agent under the sole dominion and control of the Administrative Agent, and (2) the applicable Grantor shall cause any payments of Government Receivables subject to Retained Rights, when collected by any Grantor, to be forthwith (and, in any event, within two Business Days) deposited by such Grantor into a separate deposit account (the “Government Receivables Account”) under the dominion and control of the Grantor, for which such Grantor shall have delivered a standing direction to the depository holding such applicable Government Receivables Account, directing it to sweep cash proceeds of such Receivables daily and to wire and deposit the same into the Collateral Account specified in Section 6.1(b) above, all to the extent not prohibited by applicable law. It shall be an Event of Default under the Credit Agreement if any Grantor changes such standing direction. Each such deposit of Proceeds of Receivables subject to Retained Rights deposited in the Government Receivables Account shall be accompanied by a report delivered to the Administrative Agent within two Business Days after the deposit thereof into the Government Receivables Account, identifying in reasonable detail the nature and source of the payments included in such deposit. (d) Upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s reasonable request, each Grantor shall deliver to the Administrative Agent all copies of (or originals to the extent deemed necessary by the Administrative Agent) all material original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables of payable to such Grantor, including, without limitation, copies of (or originals to the extent deemed necessary by the Administrative Agent) all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) Subject to applicable law and contractual rights, if any, in each case relating to confidentiality, at any time after the occurrence and during the continuance of an Event of Default during any field examination permitted under the Credit Agreement, the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor in the name of such Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables (except in respect Receivables, subject, following the occurrence and during the continuance of any Receivable subject to Retained Rights an Event of Default, to the extent not permitted by applicable law)Administrative Agent’s direction and control, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation in the ordinary course of business consistent with past practice; provided, however, that the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of Default. If required by the Credit Agreement. Except as set forth in Section 6.1(c), Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit AgreementDefault, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, require any payments of Receivables, 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 Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent as collateral security for such Grantor’s ObligationsAgent, subject to withdrawal by the Administrative Agent for the account of the Secured Parties in payment of such Grantor’s Obligations only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Notwithstanding anything to the contrary herein, the Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor without assigning the assets and goodwill of the business associated therewith and any such assignment shall be null and void. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (ca) If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, (1) any payments of Receivables (other than Receivables subject to Retained Rights) shall be directed by the applicable Grantor or the Administrative Agent to be sent directly to a lockbox address designated by the Administrative Agent and daily deposited into a lockbox account at the Administrative Agent under the sole dominion and control of the Administrative Agent, and (2) the applicable Grantor shall cause any payments of Government Receivables subject to Retained Rights, when collected by any Grantor, to be forthwith (and, in any event, within two Business Days) deposited by such Grantor into a separate deposit account (the “Government Receivables Account”) under the dominion and control of the Grantor, for which such Grantor shall have delivered a standing direction to the depository holding such applicable Government Receivables Account, directing it to sweep cash proceeds of such Receivables daily and to wire and deposit the same into the Collateral Account specified in Section 6.1(b) above, all to the extent not prohibited by applicable law. It shall be an Event of Default under the Credit Agreement if any Grantor changes such standing direction. Each such deposit of Proceeds of Receivables subject to Retained Rights deposited in the Government Receivables Account shall be accompanied by a report delivered to the Administrative Agent within two Business Days after the deposit thereof into the Government Receivables Account, identifying in reasonable detail the nature and source of the payments included in such deposit. (d) Upon Following the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s reasonable request, each Grantor shall deliver to the Administrative Agent all copies of (or originals to the extent deemed necessary by the Administrative Agent) all material original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables of such Grantorthat are included in the Collateral, including, without limitation, copies of (or originals to the extent deemed necessary by the Administrative Agent) including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) Subject to applicable law and contractual rights, if any, in each case relating to confidentiality, at any time after the occurrence and during the continuance of an Event of Default Default, during any field examination permitted under the Credit Agreement, the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor in the name of such Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law), and the Administrative Agent may, subject to Section 7.4, with the consent of the Required Lenders, or upon the request of the Required Lenders, the Administrative Agent shall, curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement. Except as set forth in Section 6.1(c), at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, subject to Section 7.4, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, require any payments of Receivables, 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 Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent as collateral security for such Grantor’s Obligations, subject to withdrawal by the Administrative Agent for the account of the Secured Parties in payment of such Grantor’s Obligations only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Notwithstanding anything to the contrary herein, the Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor without assigning the assets and goodwill of the business associated therewith and any such assignment shall be null and void. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) If required by the Administrative Agent at At any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, the Administrative Agent may, subject to Section 7.4, with the consent of the Required Lenders, or upon the request of the Required Lenders, the Administrative Agent shall require that (1) any payments of Receivables (other than Receivables subject to Retained Rights) shall be directed by the applicable Grantor or the Administrative Agent to be sent directly to a lockbox address designated by the Administrative Agent and daily deposited into a lockbox account at the Administrative Agent under the sole dominion and control of the Administrative Agent, and (2) the applicable Grantor shall cause any payments of Government Receivables subject to Retained Rights, when collected by any Grantor, to be forthwith (and, in any event, within two Business Days) deposited by such Grantor into a separate deposit account (the “Government Receivables Account”) under the dominion and control of the Grantor, for which such Grantor shall have delivered a standing direction to the depository holding such applicable Government Receivables Account, directing it to sweep cash proceeds of such Receivables daily and to wire and deposit the same into the Collateral Account specified in Section 6.1(b) above, all to the extent not prohibited by applicable law. It shall be an Event of Default under the Credit Agreement if any Grantor changes such standing direction. Each such deposit of Proceeds of Receivables subject to Retained Rights deposited in the Government Receivables Account shall be accompanied by a report delivered to the Administrative Agent within two Business Days after the deposit thereof into the Government Receivables Account, identifying in reasonable detail the nature and source of the payments included in such deposit. (d) Upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s reasonable request, each Grantor shall deliver to the Administrative Agent all copies of (or originals to the extent deemed necessary by the Administrative Agent) all material documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables of such Grantor, including, without limitation, copies of (or originals to the extent deemed necessary by the Administrative Agent) all orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) Subject to applicable law and contractual rights, if any, in each case relating to confidentiality, at any time after the occurrence and during the continuance of an Event of Default during any field examination permitted under the Credit Agreement, the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor in the name of such Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables (except in respect Receivables, subject, following the occurrence and during the continuance of any Receivable subject to Retained Rights an Event of Default, to the extent not permitted by applicable law)Administrative Agent’s direction and control, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation in the ordinary course of business consistent with past practice; provided, however, that the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of Default. If required by the Credit Agreement. Except as set forth in Section 6.1(c), Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit AgreementDefault, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, require any payments of Receivables, 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 Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent as collateral security for such Grantor’s ObligationsAgent, subject to withdrawal by the Administrative Agent for the account of the Secured Parties in payment of such Grantor’s Obligations only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Notwithstanding anything to the contrary herein, the Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor without assigning the assets and goodwill of the business associated therewith and any such assignment shall be null and void. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, (1) any payments of Receivables (other than Receivables subject to Retained Rights) shall be directed by the applicable Grantor or the Administrative Agent to be sent directly to a lockbox address designated by the Administrative Agent and daily deposited into a lockbox account at the Administrative Agent under the sole dominion and control of the Administrative Agent, and (2) the applicable Grantor shall cause any payments of Government Receivables subject to Retained Rights, when collected by any Grantor, to be forthwith (and, in any event, within two Business Days) deposited by such Grantor into a separate deposit account (the “Government Receivables Account”) under the dominion and control of the Grantor, for which such Grantor shall have delivered a standing direction to the depository holding such applicable Government Receivables Account, directing it to sweep cash proceeds of such Receivables daily and to wire and deposit the same into the Collateral Account specified in Section 6.1(b) above, all to the extent not prohibited by applicable law. It shall be an Event of Default under the Credit Agreement if any Grantor changes such standing direction. Each such deposit of Proceeds of Receivables subject to Retained Rights deposited in the Government Receivables Account shall be accompanied by a report delivered to the Administrative Agent within two Business Days after the deposit thereof into the Government Receivables Account, identifying in reasonable detail the nature and source of the payments included in such deposit. (d) Upon Following the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s reasonable request, each Grantor shall deliver to the Administrative Agent all copies of (or originals to the extent deemed necessary by the Administrative Agent) all material original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables of such Grantorthat are included in the Collateral, including, without limitation, copies of (or originals to the extent deemed necessary by the Administrative Agent) including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) Subject to applicable law and contractual rights, if any, in each case relating to confidentiality, at At any time after and from time to time, the Administrative Agent in such Grantor's name or, following the occurrence and during the continuance of an Event of Default during any field examination permitted under Default, in its own name or in the Credit Agreementname of others, the Administrative Agent shall have the right to make test verifications of the existence, amount and terms of any Receivables or otherwise communicate with obligors under the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor in the name of such Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verificationsverifications and other communications. At any time and from time to time, upon the Administrative Agent's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, agings and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law)'s Receivables, and the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, may curtail or terminate said such authority at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit AgreementDefault. Except as set forth in Section 6.1(c), at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, require any Any payments of Receivables, 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 Administrative Agent if required, in a Collateral Account maintained under required into the sole dominion and control of the Administrative Agent as collateral security for such Grantor’s Obligations, subject to withdrawal by the Administrative Agent for the account of the Secured Parties in payment of such Grantor’s Obligations only as provided in Section 6.5Account, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such Grantor. Notwithstanding anything to the contrary herein, the Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor without assigning the assets and goodwill of the business associated therewith and any such assignment shall be null and void. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) If required by the Administrative Agent at At any time and from time to time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, (1) any payments of Receivables (other than Receivables subject to Retained Rights) shall be directed by the applicable Grantor or the Administrative Agent to be sent directly to a lockbox address designated by the Administrative Agent and daily deposited into a lockbox account at the Administrative Agent under the sole dominion and control of the Administrative Agent, and (2) the applicable Grantor shall cause any payments of Government Receivables subject to Retained Rights, when collected by any Grantor, to be forthwith (and, in any event, within two Business Days) deposited by such Grantor into a separate deposit account (the “Government Receivables Account”) under the dominion and control of the Grantor, for which such Grantor shall have delivered a standing direction to the depository holding such applicable Government Receivables Account, directing it to sweep cash proceeds of such Receivables daily and to wire and deposit the same into the Collateral Account specified in Section 6.1(b) above, all to the extent not prohibited by applicable law. It shall be an Event of Default under the Credit Agreement if any Grantor changes such standing direction. Each such deposit of Proceeds of Receivables subject to Retained Rights deposited in the Government Receivables Account shall be accompanied by a report delivered to the Administrative Agent within two Business Days after the deposit thereof into the Government Receivables Account, identifying in reasonable detail the nature and source of the payments included in such deposit. (d) Upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s reasonable 's request, each Grantor shall deliver to the Administrative Agent all copies of (or originals to the extent deemed necessary by the Administrative Agent) all material original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables of such GrantorReceivables, including, without limitation, copies of (or originals to the extent deemed necessary by the Administrative Agent) including all original orders, invoices and shipping receipts.