Common use of Communications with Obligors; Grantors Remain Liable Clause in Contracts

Communications with Obligors; Grantors Remain Liable. (a) The Shared Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors communicate with obligors under the Receivables to verify with them to the Shared Collateral Agent’s satisfaction the existence, amount and terms of any Receivables. (b) After the occurrence and during the continuance of an Enforcement Event and at the direction of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, notify obligors on the Receivables that the Receivables have been assigned to the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and that payments in respect thereof shall be made directly to the Shared Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Shared Collateral Agent nor any Shared Collateral Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Shared Collateral Agent nor any Shared Collateral Secured Party of any payment relating thereto, nor shall the Shared Collateral Agent or any Shared Collateral Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Each Co-Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors of Default communicate with obligors under the Credit Card Accounts Receivable and the Pharmacy Receivables to verify with them to the Shared such Co-Collateral Agent’s satisfaction the existence, amount and terms of any Credit Card Accounts Receivable and Pharmacy Receivables. (b) After Upon the request of the Co-Collateral Agents at any time after the occurrence and during the continuance of an Enforcement Event and at the direction of the requisite Shared Collateral Secured PartiesDefault, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, shall notify obligors on the Credit Card Accounts Receivable and the Pharmacy Receivables that the Credit Card Accounts Receivable and the Pharmacy Receivables have been assigned to the Shared Co-Collateral Agent Agents for the ratable benefit of the applicable Shared Collateral Secured Credit Parties and that payments in respect thereof shall be made directly to the Shared Control Co-Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Credit Card Accounts Receivable and the Pharmacy Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Shared No Co-Collateral Agent nor any Shared Collateral Secured other Credit Party shall have any obligation or liability under any Credit Card Accounts Receivable or Pharmacy Receivables (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Shared any Co-Collateral Agent nor or any Shared Collateral Secured other Credit Party of any payment relating thereto, nor shall the Shared any Co-Collateral Agent or any Shared Collateral Secured other Credit Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Credit Card Accounts Receivable or Pharmacy Receivables (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Collateral Agent in its own name or in the name of others others, may 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, communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors communicate with obligors under the Receivables to verify with them to the Shared Collateral Agent’s satisfaction the existence, amount and terms of any Receivables. (bDefault specified in Subsection 9.1(a) After the occurrence and during the continuance of an Enforcement Event and at the direction of the requisite Shared Collateral Secured PartiesCredit Agreement, in accordance with the subject to each applicable Intercreditor Agreement, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the Receivables extent constituting Collateral) that the Receivables such Accounts Receivable and such Contracts have been assigned to the Shared Collateral Agent Agent, for the benefit of the applicable Shared Collateral Secured Parties Parties, and that payments in respect thereof shall be made directly to the Shared Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither None of the Shared Collateral Agent, the Administrative Agent nor or any Shared Collateral other Secured Party shall have any obligation or liability under any Accounts Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Shared Collateral Agent nor or any Shared Collateral other Secured Party of any payment relating thereto, nor shall the Shared Collateral Agent or any Shared Collateral other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Accounts Receivable (or any agreement giving rise thereto), ) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors communicate with obligors under the Receivables to verify with them to the Shared Collateral Agent’s satisfaction the existence, amount and terms of any Receivables. (b) After the occurrence and during the continuance of an Enforcement Event and at the direction of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, notify obligors on the Receivables that the Receivables have been assigned to the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and that payments in respect thereof shall be made directly to the Shared Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Shared Collateral Agent nor any Shared Collateral Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Shared Collateral Agent nor any Shared Collateral Secured Party of any payment relating thereto, nor shall the Shared Collateral Agent or any Shared Collateral Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Canadian Collateral Agent Agent, in its own name or in the name of others others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in Section 9(a) of the Credit Agreement (and subject to any applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Canadian Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Canadian Collateral Agent at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors communicate with obligors under the Receivables to verify with them to the Shared Collateral Agent’s satisfaction the existence, amount and terms of any Receivables. (bDefault specified in Section 9(a) After the occurrence and during the continuance of an Enforcement Event and at the direction of the requisite Shared Collateral Secured Parties, in accordance with the Credit Agreement (and subject to any applicable Intercreditor Agreement), the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the Receivables extent constituting Collateral) that the Receivables such Accounts Receivable and such Contracts have been assigned to the Shared Canadian Collateral Agent Agent, for the benefit of the applicable Shared Collateral Secured Parties Parties, and that payments in respect thereof shall be made directly to the Shared Canadian Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither None of the Shared Canadian Collateral Agent, the Canadian Agent nor or any Shared Collateral other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Shared Canadian Collateral Agent nor or any Shared Collateral other Secured Party of any payment relating thereto, nor shall the Shared Canadian Collateral Agent or any Shared Collateral other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto), ) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Collateral Agent in its own name or in the name of others may at any time after upon the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors of Default communicate with obligors under the Receivables and parties to the Contracts to verify with them to the Shared Collateral Agent’s satisfaction the existence, amount and terms of any ReceivablesReceivables or Contracts. (b) After In addition, upon the occurrence and during the continuance of an Enforcement Event and at the direction of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each may upon written notice to the applicable Grantor, notify, or require any Grantor shallto notify, notify obligors on the Account Debtor or counterparty to make all payments under the Receivables that the Receivables have been assigned to the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and that payments in respect thereof shall be made and/or Contracts directly to the Shared Collateral Agent. (c) Anything Notwithstanding anything herein to the contrary notwithstandingcontrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended as or shall be a delegation of duties to the Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the Receivables agreements included in the Collateral, including any Receivables, any Contracts and any agreements relating to observe and Pledged Partnership Interests or Pledged LLC Interests, to perform all of the conditions and obligations to be observed and performed undertaken by it thereunder, thereunder all in accordance with and pursuant to the terms of any agreement giving rise thereto. Neither and provisions thereof and neither the Shared Collateral Agent nor any Shared Collateral other Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the receipt by the Shared Collateral Agent nor any Shared Collateral other Secured Party of have any payment relating thereto, nor shall the Shared Collateral Agent or any Shared Collateral Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, obligation to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of have any performance by any party thereunder, to present or file any claim, obligation to take any action to collect or enforce any performance rights under any agreement included in the Collateral, including any agreements relating to any Receivables, any Contracts or any agreements relating to collect Pledged Partnership Interests or Pledged LLC Interests and (iii) the payment exercise by the Collateral Agent of any amounts which may have been assigned of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to it any Receivables, any Contracts and any agreements relating to Pledged Partnership Interests or to which it may be entitled at any time or timesPledged LLC Interests.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Collateral Agent (or, if prior to the Discharge of First Lien Obligations, any First Lien Collateral Agent for the benefit of the Collateral Agent) in its own name or in the name of others may at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors of Default communicate with obligors under the Receivables Credit Card Accounts Receivable to verify with them to the Shared satisfaction of the Collateral Agent’s satisfaction Agent the existence, amount and terms of any ReceivablesCredit Card Accounts Receivable. (b) After Upon the request of the Collateral Agent after the Discharge of First Lien Obligations, at any time after the occurrence and during the continuance of an Enforcement Event and at the direction of the requisite Shared Collateral Secured PartiesDefault, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, shall notify obligors on the Receivables Credit Card Accounts Receivable that the Receivables Credit Card Accounts Receivable have been assigned to the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and that payments in respect thereof shall be made directly to the Shared Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables Credit Card Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Shared Collateral Agent nor any Shared Collateral other Secured Party shall have any obligation or liability under any Credit Card Accounts Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Shared Collateral Agent nor or any Shared Collateral other Secured Party of any payment relating thereto, nor shall the Shared Collateral Agent or any Shared Collateral other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Credit Card Accounts Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors of Default communicate with obligors under the Receivables and parties to the Contracts to verify with them to the Shared Collateral Agent’s satisfaction the existence, amount and terms of any Receivables.Receivables or Contracts that constitute Collateral (b) After The Collateral Agent may at any time after the occurrence and during the continuance of an Enforcement Event and at of Default notify, or require any Grantor to so notify, the direction Account Debtor or counterparty on any Receivable or Contract that constitutes Collateral of the requisite Shared security interest of the Collateral Secured PartiesAgent therein. In addition, in accordance with after the Intercreditor Agreementoccurrence and during the continuance of an Event of Default, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, notify obligors on the Receivables that the Receivables have been assigned may upon written notice to the Shared Collateral Agent for applicable Grantor, notify, or require any Grantor to notify, the benefit of the applicable Shared Collateral Secured Parties Account Debtor or counterparty to make all payments under such Receivables and that payments in respect thereof shall be made Contracts directly to the Shared Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables and Contracts that constitutes Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Shared Collateral Agent nor any Shared Collateral No Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Shared Collateral Agent nor any Shared Collateral Secured Party of any payment relating thereto, nor shall the Shared Collateral Agent or any Shared Collateral Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto)) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Each Co-Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors of Default communicate with obligors under the Credit Card Accounts Receivable and the Pharmacy Receivables to verify with them to the Shared such Co-Collateral Agent’s satisfaction the existence, amount and terms of any Credit Card Accounts Receivable and Pharmacy Receivables. (b) After Upon the request of the Co-Collateral Agents at any time after the occurrence and during the continuance of an Enforcement Event and at the direction of the requisite Shared Collateral Secured PartiesDefault, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, shall notify obligors on the Credit Card Accounts Receivable and the Pharmacy Receivables that the Credit Card Accounts Receivable and the Pharmacy Receivables have been assigned to the Shared Co-Collateral Agent Agents for the ratable benefit of the applicable Shared Collateral Secured Credit Parties and that payments in respect thereof shall be made directly to the Shared Co-Collateral AgentAgents. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Credit Card Accounts Receivable and the Pharmacy Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Shared No Co-Collateral Agent nor any Shared Collateral Secured other Credit Party shall have any obligation or liability under any Credit Card Accounts Receivable or Pharmacy Receivables (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Shared any Co-Collateral Agent nor or any Shared Collateral Secured other Credit Party of any payment relating thereto, nor shall the Shared any Co-Collateral Agent or any Shared Collateral Secured other Credit Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Credit Card Accounts Receivable or Pharmacy Receivables (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Collateral Agent Mortgage Notes Indenture Trustee in its own name or in the name of others may at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors of Default communicate with obligors under the Receivables and parties to the Contracts to verify with them to the Shared Collateral Agent’s Mortgage Notes Indenture Trustee's satisfaction the existence, amount and terms of any ReceivablesReceivables or Contracts. (b) After Upon the request of the Mortgage Notes Indenture Trustee at any time after the occurrence and during the continuance of an Enforcement Event and at the direction of the requisite Shared Collateral Secured PartiesDefault, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, shall notify obligors on the Receivables and parties to the Contracts that the Receivables and the Contracts have been assigned to the Shared Collateral Agent Mortgage Notes Indenture Trustee for the ratable benefit of the applicable Shared Collateral Secured Parties and that payments in respect thereof shall be made directly to the Shared Collateral AgentMortgage Notes Indenture Trustee. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Shared Collateral Agent nor any Shared Collateral No Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Shared Collateral Agent nor any Shared Collateral Secured Party of any payment relating thereto, nor shall the Shared Collateral Agent or any Shared Collateral Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto)) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Collateral Agent Lenders in its their own name or in the name of others may at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors of Default communicate with obligors under the Receivables to verify with them to the Shared Collateral Agent’s Lenders’ satisfaction the existence, amount and terms of any Receivables. (b) After Upon the written request of Lenders at any time after the occurrence and during the continuance of an Enforcement Event and at the direction of the requisite Shared Collateral Secured PartiesDefault, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, shall notify obligors on the Receivables that the Receivables have been assigned to the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties Lenders and that payments in respect thereof shall be made directly to the Shared Collateral AgentLenders. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under in respect of each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Shared Collateral Agent nor any Shared Collateral Secured Party Lenders shall have any no obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Shared Collateral Agent nor any Shared Collateral Secured Party Lenders of any payment relating thereto, nor shall the Shared Collateral Agent or any Shared Collateral Secured Party Lenders be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (d) After the occurrence and during the continuance of an Event of Default, for the purpose of enabling Lenders to exercise rights and remedies under this Agreement, each Grantor hereby grants to Lenders an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Subject to the Pari Passu Intercreditor Agreement, the Notes Collateral Agent (acting at the written direction of the Majority Holders) in its own name or in the name of others may at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors of Default communicate with obligors under the Receivables to verify with them to the Shared Collateral Agent’s Majority Holders’ satisfaction the existence, amount and terms of any Receivables. (b) After Upon the request of the Notes Collateral Agent (acting at the written direction of the Majority Holders) at any time after the occurrence and during the continuance of an Enforcement Event and at of Default, subject to the direction of the requisite Shared Collateral Secured Parties, in accordance with the Pari Passu Intercreditor Agreement, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, shall (i) notify obligors on the Receivables that the Receivables have been assigned to the Shared Notes Collateral Agent for the ratable benefit of the applicable Shared Collateral Secured Parties and that payments in respect thereof shall be made directly to the Shared Notes Collateral Agent and (ii) notify each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Notes Collateral Agent. In addition, at any time after the occurrence and during the continuance of an Event of Default, subject to the Pari Passu Intercreditor Agreement, the Notes Collateral Agent (acting at the written direction of the Majority Holders) shall have the right to enforce, at the sole cost and expense of the Grantors, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Grantors might have done. (c) Anything Notwithstanding anything herein to the contrary notwithstandingcontrary, each Grantor shall remain liable under each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Shared Notes Collateral Agent nor any Shared Collateral Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) or contract included in the Collateral by reason of or arising out of this Agreement or the receipt by the Shared Notes Collateral Agent nor or any Shared Collateral Secured Party of any payment relating thereto, nor shall the Shared Notes Collateral Agent or any Shared Collateral Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto)) or contract included in the Collateral, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Enforcement a Priority Lien Event of Default, if the Discharge of ABL Obligations has occurred (and after prior notice subject to the Grantors any applicable Intercreditor Agreement) (or if no ABL Obligations have been incurred by any Grantor), communicate with obligors under the Receivables to verify with them to the Shared Collateral Agent’s satisfaction the existence, amount and terms of any Receivables. (b) After the occurrence and during the continuance of an Enforcement a Priority Lien Event of Default, if the Discharge of ABL Obligations has occurred (and subject to any applicable Intercreditor Agreement) (or if no ABL Obligations have been incurred by any Grantor), the Collateral Agent may at any time notify, or require any Grantor to so notify, the direction Account Debtor or counterparty on any Receivable of the requisite Shared security interest of the Collateral Secured PartiesAgent therein. In addition, in accordance with after the occurrence and during the continuance of a Priority Lien Event of Default, if the Discharge of ABL Obligations has occurred (and subject to any applicable Intercreditor Agreement) (or if no ABL Obligations have been incurred by any Grantor), the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, notify obligors on the Receivables that the Receivables have been assigned may upon written notice to the Shared Collateral Agent for applicable Grantor, notify, or require any Grantor to notify, the benefit of Account Debtor or counterparty to make all payments under the applicable Shared Collateral Secured Parties and that payments in respect thereof shall be made Receivable directly to the Shared Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Shared Collateral Agent nor any Shared Collateral No Priority Lien Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Shared Collateral Agent nor any Shared Collateral Priority Lien Secured Party of any payment relating thereto, nor shall the Shared Collateral Agent or any Shared Collateral Priority Lien Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Each Co-Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors communicate with obligors under the Receivables any Receivable to verify with them to the Shared such Co-Collateral Agent’s satisfaction the existence, amount and terms of any ReceivablesReceivable. (b) After Upon the request of the Co-Collateral Agents at any time after the occurrence and during the continuance of an Enforcement Event and at the direction of the requisite Shared Collateral Secured PartiesDefault, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, shall notify obligors on the Credit Card Accounts Receivable and the Pharmacy Receivables that the Credit Card Accounts Receivable and the Pharmacy Receivables have been assigned to the Shared Co-Collateral Agent Agents for the ratable benefit of the applicable Shared Collateral Secured Credit Parties and that payments in respect thereof shall be made directly to the Shared Control Co-Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Shared No Co-Collateral Agent nor any Shared Collateral Secured other Credit Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Shared any Co-Collateral Agent nor or any Shared Collateral Secured other Credit Party of any payment relating thereto, nor shall the Shared any Co-Collateral Agent or any Shared Collateral Secured other Credit Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors of Default communicate with obligors under the Receivables pledged hereunder and parties to the Contracts pledged hereunder to verify with them to the Shared Collateral Agent’s satisfaction the existence, amount and terms of any Receivablessuch Receivables or Contracts. (b) After Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Enforcement Event and at the direction of the requisite Shared Collateral Secured PartiesDefault, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, shall notify obligors on the Receivables and parties to the Contracts that the Receivables and the Contracts pledged hereunder have been assigned to the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and that payments in respect thereof shall be made directly to the Shared Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables and Contracts pledged hereunder to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. The exercise by the Collateral Agent of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under any of such Receivables and Contracts. Neither the Shared Collateral Agent nor any Shared Collateral Secured Party shall have any obligation or liability under any such Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Shared Collateral Agent nor or any Shared Collateral Secured Party of any payment relating thereto, nor shall the Shared Collateral Agent or nor any Shared Collateral Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any such Receivable (or any agreement giving rise thereto)) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (d) Each Grantor hereby consents, on its behalf and on behalf of its Subsidiaries that are Grantors, to the collateral assignment and pledge to the Collateral Agent for the benefit of the Secured Parties of each of the Contracts pledged hereunder to which it is a party by any other Grantor hereunder.

Communications with Obligors; Grantors Remain Liable. (a) The Shared At any time after the occurrence and during the continuance of an Actionable Default, the Collateral Agent Trustee in its own name or in the name of others may at any time communicate with obligors under the Receivables that are included in the Collateral and parties to the Contracts to verify with them to the Collateral Trustee’s reasonable satisfaction the existence, amount and terms of any Receivables or Contracts, in each case, that are included in the Collateral. (b) At any time after the occurrence and during the continuance of an Enforcement Event and after prior notice Actionable Default, the Collateral Trustee may (subject to the Grantors communicate with obligors under the Receivables to verify with them to the Shared Collateral Agent’s satisfaction the existence, amount and terms of the Collateral Trust Agreement) at any Receivables. (b) After time notify, or require any Grantor to so notify, the Account Debtor or counterparty on any Receivable or Contract that is included in the Collateral of the security interest of the Collateral Trustee therein. In addition, after the occurrence and during the continuance of an Enforcement Event and at Actionable Default, the direction Collateral Trustee may (subject to the terms of the requisite Shared Collateral Secured PartiesTrust Agreement), in accordance with upon written notice to the Intercreditor Agreementapplicable Grantor, notify, or require any Grantor to notify, the Shared Collateral Agent, in its own name Account Debtor or counterparty to make all payments under the Receivables and/or Contracts that are included in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, notify obligors on the Receivables that the Receivables have been assigned to the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and that payments in respect thereof shall be made directly to the Shared Collateral AgentTrustee. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Shared Collateral Agent nor any Shared Collateral No Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) or Contract that is included in the Collateral by reason of or arising out of this Agreement or the receipt by the Shared Collateral Agent nor any Shared Collateral Secured Party of any payment relating thereto, nor shall the Shared Collateral Agent or any Shared Collateral Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto)) or Contract that is included in the Collateral, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Collateral Agent Trustee in its own name or in the name of others may at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors of Default communicate with obligors under the Receivables to verify with them to the Shared Collateral AgentTrustee’s satisfaction the existence, amount and terms of any Receivables. (b) After Upon the request of the Collateral Trustee at any time after the occurrence and during the continuance of an Enforcement Event and at the direction of the requisite Shared Collateral Secured PartiesDefault, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, shall promptly notify obligors on the Receivables in writing that the Receivables have been assigned to the Shared Collateral Agent Trustee for the ratable benefit of the applicable Shared Collateral Secured Parties and that payments in respect thereof shall be made directly to the Shared Collateral AgentTrustee. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables (or any agreement giving rise thereto) to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise theretothereto (provided that no Grantor shall be obligated in any manner to observe and perform any such conditions and obligations if the determination to not so observe and perform is made in good faith in the exercise of Grantor’s reasonable business judgment). Neither the Shared Collateral Agent Trustee nor any Shared Collateral Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Shared Collateral Agent nor Trustee or any Shared Collateral Secured Party of any payment relating thereto, nor shall the Shared Collateral Agent Trustee or any Shared Collateral Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Canadian Collateral Agent Trustee in its own name or in the name of others may at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors of Default communicate with obligors under the Receivables to verify with them to the Shared Canadian Collateral AgentTrustee’s satisfaction the existence, amount and terms of any Receivables. (b) After Upon the request of the Canadian Collateral Trustee at any time after the occurrence and during the continuance of an Enforcement Event and at the direction of the requisite Shared Collateral Secured PartiesDefault, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, shall promptly notify obligors on the Receivables in writing that the Receivables have been assigned to the Shared Canadian Collateral Agent Trustee for the ratable benefit of the applicable Shared Collateral Secured Parties and that payments in respect thereof shall be made directly to the Shared Canadian Collateral AgentTrustee. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables (or any agreement giving rise thereto) to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise theretothereto (provided that no Grantor shall be obligated in any manner to observe and perform any such conditions and obligations if the determination to not so observe and perform is made in good faith and in the exercise of Grantor’s reasonable business judgment). Neither the Shared Canadian Collateral Agent Trustee nor any Shared Collateral Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Shared Canadian Collateral Agent nor Trustee or any Shared Collateral Secured Party of any payment relating thereto, nor shall the Shared Canadian Collateral Agent Trustee or any Shared Collateral Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Collateral Agent in its own name or in the name of others (including any Grantor) may at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors of Default communicate with obligors under the Receivables to verify with them to the Shared Collateral Agent’s satisfaction the existence, amount and terms of any Receivables. (b) After Upon the request of Collateral Agent at any time upon the occurrence and during the continuance of an Enforcement Event and at the direction of the requisite Shared Collateral Secured PartiesDefault, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, shall notify obligors on the Receivables that the Receivables have been assigned to the Shared Collateral Agent for the ratable benefit of the applicable Shared Purchasers and Collateral Secured Parties Agent and that payments in respect thereof shall be made directly to the Shared Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under in respect of each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Shared Collateral Agent nor any Shared Collateral Secured Party Purchaser shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Shared Collateral Agent nor or any Shared Collateral Secured Party Purchaser of any payment relating thereto, nor shall the Shared Collateral Agent or any Shared Collateral Secured Party Purchaser be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (d) For the purpose of enabling Collateral Agent to exercise rights and remedies under this Agreement effective after the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to Collateral Agent, for the benefit of Collateral Agent and the Purchasers, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. At any time after the occurrence and during the continuance of an Event of Default, Collateral Agent may refuse to allow Grantor to, and at its sole discretion Collateral Agent may, exercise quality control over the products and services offered under the applicable Trademark to prevent invalidation or abandonment.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors communicate with obligors under the Receivables any Receivable to verify with them to the Shared such Collateral Agent’s satisfaction the existence, amount and terms of any ReceivablesReceivable. (ba) After Upon the request of the Applicable Collateral Agent at any time after the occurrence and during the continuance of an Enforcement Event and at the direction of the requisite Shared Collateral Secured PartiesDefault, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, shall notify obligors on the Credit Card Accounts Receivable and the Pharmacy Receivables that the Credit Card Accounts Receivable and the Pharmacy Receivables have been assigned to the Shared Applicable Collateral Agent for the ratable benefit of the applicable Shared Collateral Secured Credit Parties and that payments in respect thereof shall be made directly to the Shared Applicable Collateral Agent. (cb) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Shared Collateral Agent nor any Shared Collateral Secured other Credit Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Shared Collateral Agent nor or any Shared Collateral Secured other Credit Party of any payment relating thereto, nor shall the Shared Collateral Agent or any Shared Collateral Secured other Credit Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Communications with Obligors; Grantors Remain Liable. (a) The Shared Collateral Agent in its own name or in the name of others may (but shall not be obligated to) at any time after the occurrence and during the continuance of an Enforcement Event and after prior notice to the Grantors of Default communicate with obligors under the Receivables constituting Collateral hereunder and parties to the contracts constituting Collateral hereunder to verify with them to the Shared Collateral Agent’s satisfaction the existence, amount and terms of any Receivablessuch Receivables or contracts. (b) After Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Enforcement Event and at the direction of the requisite Shared Collateral Secured PartiesDefault, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, in its own name or in the name of others may, and upon the request of the Shared Collateral Agent each Grantor shall, shall notify obligors on the Receivables constituting Collateral hereunder and parties to the contracts constituting Collateral hereunder that such Receivables and the Receivables contracts have been assigned to the Shared Collateral Agent for the ratable benefit of the applicable Shared Collateral Secured Parties and that payments in respect thereof shall be made directly to the Shared Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables and contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Shared Collateral Agent nor any Shared Collateral Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) or contract by reason of or arising out of this Agreement or the receipt by the Shared Collateral Agent nor or any Shared Collateral Secured Party of any payment relating thereto, nor shall the Shared Collateral Agent or any Shared Collateral Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto)) or contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.