Common use of Covenants and Agreements Clause in Contracts

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall ▇▇▇▇ conspicuouslykeep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in form the locations specified on Schedule 2 (as such schedule may be amended or supplemented from time to time) unless it shall have taken all actions necessary or advisable to maintain the continuous validity, perfection and manner reasonably satisfactory to the Administrative same or better priority of Collateral Agent, all Chattel Paper, Instruments and other evidence of any Receivables included 's security interest in the Collateral owned intended to be granted and agreed to hereby, or held by it or on to enable Collateral Agent to exercise and enforce its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Recordsrights and remedies hereunder, with an appropriate reference respect to the fact that the Administrative Agent has a security interest therein.such Equipment and Inventory; (ii) It will not, without the Administrative Agent’s prior written consent (which consent it shall not be unreasonably withheld), grant any extension keep records of the time of payment of Inventory that are correct and accurate in all material respects and that are, in any such Receivableevent, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent conformity with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.GAAP; (iii) Except as otherwise provided in this Section, it shall continue not deliver any Document evidencing any Equipment and Inventory to collect all amounts due or any Person other than the issuer of such Document to become due to it under all such Receivables and any Supporting Obligations claim the Goods evidenced therefor or Collateral Support relating theretoAgent; (iv) if any Equipment or Inventory with an aggregate fair market value in excess of $1.0 million is in possession or control of any third party, each Grantor shall notify Collateral Agent and, if requested by Collateral Agent, join with Collateral Agent in notifying the third party of Collateral Agent's security interest and diligently exercise each material right obtain an acknowledgment from the third party that it may have thereunder, is holding the Equipment and Inventory for the benefit of Collateral Agent; and (v) with respect to any item of Equipment with a fair market value in each case at its own cost and expense, and excess of $100,000 individually or $1.0 million in connection with the aggregate which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such collections and exercise, it shallcertificate is required as a condition of perfection thereof, upon the occurrence and during the continuance reasonable request of an Event of Default, take such action Collateral Agent (not more frequently than once each calendar quarter so long as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an no Event of Default to notifyhas occurred and is continuing), or require such Grantor to notify, any Account Debtor (x) provide information with respect to any such ReceivableEquipment, Supporting Obligation (y) execute and file with the registrar of motor vehicles or Collateral Support other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the Administrative Agent’s security interest thereincreated hereunder on such certificate of title, and in addition, at any time during the continuation of an Event of Default, the Administrative (z) deliver to Collateral Agent may: (A) direct such Account Debtor to make payment copies of all amounts due such applications or to become due to other documents filed during such Grantor thereunder directly to calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, security interest created hereunder in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any items of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereonEquipment covered thereby. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (ii) unless otherwise agreed upon by the Security Agent, it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Security Agent, all Chattel Paper, Instruments (other than checks) in excess of $5 million individually and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf excess of $5 million individually (other than any delivered to the Administrative Security Agent as provided herein), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Security Agent has a security interest therein.; (iiiii) It will not, without it shall perform in all material respects all of its obligations with respect to the Administrative Agent’s prior written consent Receivables; (which consent iv) it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which in the good faith judgment of such Grantor could reasonably be unreasonably withheld)expected to have a material adverse effect on the value of the Receivables or a substantial portion thereof. Other than in the ordinary course of business as generally conducted by it on and prior to the date hereof or with the consent of Security Agent, and except as otherwise provided in subsection (v) below, following and during the continuance of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation Person liable for the payment thereof or Collateral Support relating thereto, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iiiv) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue use commercially reasonable efforts to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable, any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, such Grantor shall take such action as it such Grantor may deem necessary or the Administrative Agent may reasonably deem necessaryadvisable. Notwithstanding the foregoing, the Administrative Security Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Security Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Security Agent may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Security Agent; (2) notify, or require any Grantor to 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 Security Agent; and (B3) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Security Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Security Agent if required, in a Collateral Account maintained under the sole dominion and control of its the Security Agent, and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Security Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (ivvi) It it shall use its best commercially reasonable efforts to keep in full force and effect any material Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (ii) upon Collateral Agent’s reasonable request, it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Collateral Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent as provided herein), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein.; (iiiii) It will notother than in respect of obligations subject to good faith disputes, without it shall perform in all material respects all of its obligations with respect to the Administrative Agent’s prior written consent Receivables; (which consent iv) other than in the ordinary course of business and while no Event of Default exists, it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be unreasonably withheld)expected to have a Material Adverse Effect on the value of such Receivable as Collateral. Other than in the ordinary course of business and so long as no Event of Default exists, such Grantor shall not (w) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iiiv) Except as otherwise provided in this Section, it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable, any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, such Grantor shall take such action as it such Grantor may deem necessary or the Administrative Agent may reasonably deem necessaryadvisable. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after the occurrence and during the continuance existence of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or of Collateral Support of the Administrative Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Collateral Agent may: (A) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (B) notify, or require any Grantor to 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 Collateral Agent; and (BC) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Collateral Agent if required, in a collateral account (the “Collateral Account”), and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of its other funds the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (ivvi) It it shall use its best commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to except for the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed created by such Grantor to be prudent. (iii) Except as otherwise provided in this SectionAgreement, it shall continue not create or suffer to collect all amounts due exist any Lien upon or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: Collateral (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsementexcept Permitted Liens), and such Grantor shall use commercially reasonable efforts to defend the Collateral against all Persons at any time claiming any interest therein; (ii) it shall not grant produce, use or permit any extension Collateral to be used unlawfully or in violation of any provision of this Agreement or in material violation of any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (iii) except on or prior to the Closing Date pursuant to the Acquisition, it shall not change such Grantor's name, identity, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise) sole place of business, type of organization or jurisdiction of organization or establish any trade names unless it shall have complied with the requirements of Section 5.1(j) of the time Credit Agreement or otherwise notified Collateral Agent in writing by executing and delivering to Collateral Agent a completed Pledge Supplement, substantially in the form of payment thereofExhibit A attached hereto, compromisetogether with a supplement to Schedule 1 hereto, compound prior to any such change or settle establishment; and shall have, prior to any such change or establishment, taken all actions necessary or reasonably requested by Collateral Agent to maintain the continuous validity, perfection and the same for less than or better priority of Collateral Agent's security interest in the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon.Collateral intended to be granted and agreed to hereby; (iv) It upon such Grantor obtaining knowledge thereof, it shall use its best efforts promptly notify Collateral Agent in writing of any event that could reasonably be expected to keep in full force and effect have a Material Adverse Effect on (x) the value of the Collateral, (y) the ability of any Supporting Obligation Grantor or Collateral Support relating Agent to dispose of the Collateral, or (z) the rights and remedies of Collateral Agent in relation thereto, including, without limitation, the levy of any Receivable.legal process against the Collateral or any material portion thereof; and (v) During the continuance of a Default, at the request of the Administrative Agentexcept for Permitted Sales and Permitted Liens, it shall direct each Account Debtor not take or permit any action which could reasonably be expected to make payment on each Receivable to a Blocked Account or materially impair Collateral Agent's rights in the Concentration AccountCollateral.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: : (i) It it shall ▇▇▇▇ conspicuously, keep and maintain at its own cost and expense accurate and complete records of the Receivables as are customarily maintained under similar circumstances by Persons of established reputation engaged in similar businesses; (ii) it shall mark conspicuously (in a form and manner reasonably satisfactory to the Administrative Agent, Lender) all Chattel Paper, Paper and Instruments and other evidence of any evidencing Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent Lender as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that each of the Administrative Agent Lender has a security interest therein. ; (iiiii) It will notit shall perform in all material respects all of its obligations with respect to the Receivables; (iv) other than in the ordinary course of business consistent with prudent business practices or as permitted by the Credit Agreement, without the Administrative Agent’s prior written consent (which consent it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be unreasonably withheld)expected to have a Material Adverse Effect. Other than in the ordinary course of business, after the occurrence and during the continuation of an Event of Default, such Grantor shall not (1) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (2) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (3) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (4) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. . The Lender may (iiia) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after following the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, beyond all applicable notice and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: cure periods (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Lender and (B2) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able might have done and (b) at any time after the occurrence and during the continuance of an Event of Default, notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have donebeen 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 Lender. If the Administrative Agent Lender notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with promptly deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Lender, in a Deposit Account that is subject to a deposit account control agreement, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any of its other funds Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Agent Lender hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i1) It shall ▇▇▇▇ conspicuouslyin addition to any rights under this Agreement relating to Receivables, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned Agent may at any time notify, or held by it or require Grantor to so notify, the counterparty on its behalf (other than any delivered to Material Contract of the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such ReceivableCollateral Agent therein. In addition, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon after the occurrence and during the continuance of an Event of Default, the Collateral Agent may upon written notice to Grantor, notify, or require Grantor to notify, the counterparty to make all payments under the Material Contracts directly to the Collateral Agent; (2) such Grantor shall deliver promptly to the Collateral Agent a copy of each material demand, notice or document received by it relating in any way to any Material Contract; (3) such Grantor shall deliver promptly to the Collateral Agent, and in any event within ten (10) Business Days, after (1) any Material Contract of such Grantor is terminated or amended in a manner that is materially adverse to such Grantor or (2) any new Material Contract is entered into by such Grantor, a written statement describing such event, with copies of such material amendments or new contracts, delivered to the Collateral Agent (to the extent such delivery is permitted by the terms of any such Material Contract, provided, no prohibition on delivery shall be effective if it were bargained for by such Grantor with the intent of avoiding compliance with this Agreement, and an explanation of any actions being taken with respect thereto); (4) such Grantor shall perform in all material respects all of its obligations with respect to the Material Contracts; (5) such Grantor shall promptly and diligently exercise each material right (except the right of termination) it may have under any Material Contract, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as it such Grantor or the Administrative Collateral Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, necessary or require advisable; and (6) such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any ReceivableMaterial Contract. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (ii) it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Collateral Agent, all Chattel Paper, Paper and Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent as provided herein), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein.; (iiiii) It will notit shall perform in all material respects all of its obligations with respect to the Receivables, without except to the Administrative Agent’s extent being contested in good faith, so long as adequate reserve or other appropriate provision, as shall be required in conformity with GAAP, shall have been made therefor; (iv) other than in the ordinary course of business as generally conducted by it on and prior written consent to the date hereof, and except as otherwise provided in subsection (which consent v) below, following an Event of Default, such Grantor shall not be unreasonably withheld), (w) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iiiv) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, such Grantor shall take such action as it such Grantor may deem necessary or the Administrative Agent may reasonably deem necessaryadvisable. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after the occurrence and during the continuance of following an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Collateral Agent may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (2) notify, or require any Grantor to 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 Collateral Agent; and (B3) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Collateral Account maintained under the sole dominion and control of its the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (ivvi) It it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i1) It it shall ▇keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (2) it shall perform in all material respects all of its obligations with respect to the Receivables; (3) it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be expected to have a Material Adverse Effect on the value of such Receivable as Collateral. Other than in the ordinary course of business as generally conducted by it on and prior to the date hereof, and except as otherwise provided in subsection (5) below, following an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; (4) it shall m▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative AgentSecured Party, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent Secured Party as provided herein), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Agent Secured Party has a security interest therein.; (ii5) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable, any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, such Grantor shall take such action as it such Grantor or the Administrative Agent Secured Party may reasonably deem necessarynecessary or advisable. Notwithstanding the foregoing, the Administrative Agent Secured Party shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative AgentSecured Party’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Agent Secured Party may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Secured Party; (2) notify, or require any Grantor to 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 Secured Party; and (B3) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Agent Secured Party notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Secured Party if required, in the Collateral Account maintained under the sole dominion and control of its the Secured Party, and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Agent Secured Party hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (iv6) It it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (ii) it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Collateral Agent, all Chattel Paper, Paper and Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent (or its agent or designee) as provided herein), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein.; (iiiii) It will notit shall perform in all material respects all of its obligations with respect to the Receivables, without except to the Administrative Agent’s extent being contested in good faith, so long as adequate reserve or other appropriate provision, as shall be required in conformity with GAAP, shall have been made therefor; (iv) other than in the ordinary course of business as generally conducted by it on and prior written consent to the date hereof, and except as otherwise provided in subsection (which consent v) below, following an Event of Default, such Grantor shall not be unreasonably withheld), (w) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iiiv) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable, any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, such Grantor shall take such action as it such Grantor may deem necessary or the Administrative Agent may reasonably deem necessaryadvisable. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after the occurrence and during the continuance of following an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Collateral Agent may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (2) notify, or require any Grantor to 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 Collateral Agent; and (B3) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Collateral Account maintained under the sole dominion and control of its the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (ivvi) It it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It shall ▇▇▇▇ conspicuouslyin addition to any other rights under this Agreement or the other Loan Documents, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned Agent may at any time notify, or held by it or require any Grantor to so notify, the counterparty on its behalf (other than any delivered to Material Agreement of the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such ReceivableCollateral Agent therein. In addition, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon after the occurrence and during the continuance of an Event of Default, the Collateral Agent may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty to make all payments under the Material Agreements directly to the Collateral Agent; (ii) each Grantor shall deliver promptly to the Collateral Agent a copy of each material demand, notice or document received relating in any way to any Material Agreement; (iii) each Grantor shall deliver promptly to the Collateral Agent, and in any event within ten (10) Business Days, after (1) any Material Agreement of such Grantor is terminated or amended in a manner that is materially adverse to such Grantor or (2) any new Material Agreement is entered into by such Grantor, a written statement describing such event, with copies of such material amendments or new contracts, delivered to the Collateral Agent (to the extent such delivery is permitted by the terms of any such Material Agreement, provided no prohibition on delivery shall be effective if it were bargained for by such Grantor with the intent of avoiding compliance with this Section 4.5(b)(iii)), and an explanation of any actions being taken with respect thereto; (iv) each Grantor shall perform in all material respects all of its obligations with respect to the Material Agreements; (v) each Grantor shall promptly and diligently exercise each material right (except the right of termination) it may have under any Material Agreement, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as it such Grantor or the Administrative Collateral Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, necessary or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon.advisable; (ivvi) It each Grantor shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.Material Agreement; (vvii) During if requested by the continuance Collateral Agent, each Grantor shall, within thirty (30) days of the date of such request, with respect to any Non-Assignable Contract, request in writing the consent of the counterparty or counterparties to the Non-Assignable Contract pursuant to the terms of such Non-Assignable Contract or applicable law to the assignment or granting of a Default, at security interest in such Non-Assignable Contract to the request Collateral Agent and use its best efforts to obtain such consent as soon as practicable thereafter; (viii) each Grantor shall use its best efforts to prohibit anti-assignment provisions in any Material Agreements on a going-forward basis; and (ix) no Grantor shall enter into any Intellectual Property License which prevents the exercise of remedies by the Administrative Agent, it shall direct each Account Debtor Collateral Agent with respect to make payment on each Receivable to a Blocked Account any Inventory or the Concentration AccountEquipment covered by such Intellectual Property License.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (ii) it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Collateral Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent as provided herein), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein.; (iiiii) It will not, without it shall perform in all material respects all of its obligations with respect to the Administrative Agent’s prior written consent Receivables; (which consent iv) it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be unreasonably withheld)expected to have a material adverse effect on the value of such Receivable as Collateral. Other than in the ordinary course of business as generally conducted by it on and prior to the date hereof, and except as otherwise provided in subsection (v) below, following an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iiiv) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, such Grantor shall take such action as it such Grantor or the Administrative Collateral Agent may reasonably deem necessarynecessary or advisable. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Collateral Agent may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (2) notify, or require any Grantor to 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 Collateral Agent; and (B3) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Collateral Account maintained under the sole dominion and control of its the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (ivvi) It it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees as to itself and its property only that: (i) It it shall ▇▇▇▇ conspicuously, keep and maintain at its own cost and expense satisfactory and complete records of the Receivables in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on accordance with its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest thereincustomary practice. (ii) It will not, without the Administrative Agent’s prior written consent (which consent it shall not be unreasonably withheld)amend, grant modify, terminate or waive any extension of the time of payment provision of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, Receivable in any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices manner which could reasonably believed by such Grantor be expected to be prudent.have a Material Adverse Effect; (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon after the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent Collateral Trustee shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative AgentCollateral Trustee’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Agent Collateral Trustee may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Trustee; and (B2) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Agent Collateral Trustee notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee if required, in the Collateral Account maintained under the sole dominion and control of the Collateral Trustee, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any of its other funds Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Agent Collateral Trustee hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (iv) It it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall ▇▇▇▇ conspicuouslykeep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Guarantee and Collateral Agreement Supplement, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information and documentation in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory (including delivery to the Collateral Agent of an executed Collateral Access Agreement with respect to any new leased location); (ii) it shall keep correct and accurate records of the Inventory, itemizing and describing the kind, type and quantity of Inventory, such Grantor’s cost therefor and (where applicable) the current list prices for the Inventory, in each case, in reasonable detail; (iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent; (iv) if any Equipment or Inventory is in possession or control of any third party or is otherwise located at a location owned by a third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment and agreement from such third party in form and manner reasonably substance satisfactory to the Administrative Agent, all Chattel Paper, Instruments Collateral Agent that such third party is holding such Equipment and other evidence Inventory for the benefit of the Collateral Agent and that the Collateral Agent shall be granted reasonable access thereto (a “Collateral Access Agreement”); (v) any Receivables Goods now or hereafter produced by any Grantor included in the Collateral owned shall be produced in compliance with the requirements of the Fair Labor Standards Act; and (vi) with respect to any item of Inventory or held Equipment which is covered by it or on its behalf (other than a certificate of title under a statute of any delivered to jurisdiction under the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has law of which indication of a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension on such certificate is required as a condition of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount perfection thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during reasonable request of the continuance of an Event of DefaultCollateral Agent, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor (A) provide information with respect to any such ReceivableInventory or Equipment, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforceexecute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, at and (C) deliver to the cost Collateral Agent copies of all such applications or other documents filed during such calendar quarter and expense copies of all such Grantor, collection thereof and to adjust, settle or compromise certificates of title issued during such calendar quarter indicating the amount or payment thereof, security interest created hereunder in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation items of Inventory or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereonEquipment covered thereby. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It shall ▇▇▇▇ conspicuouslyin addition to any rights under the Section of this Agreement relating to Receivables, in form and manner reasonably satisfactory the Collateral Agent may, upon notice to the Administrative AgentGrantor or Company Representative on behalf of Grantors, all Chattel Paperat any time notify, Instruments and other evidence or require any Grantor to so notify, the counterparty on any Material Contract of any Receivables included in the security interest of the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein)therein. In addition, as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon after the occurrence and during the continuance of an Event of Default, the Collateral Agent may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty to make all payments under the Material Contracts directly to the Collateral Agent; (ii) each Grantor shall deliver promptly to the Collateral Agent a copy of each material demand, notice or document received by it relating in any way to any Material Contract; (iii) each Grantor shall deliver promptly to the Collateral Agent, and in any event within ten (10) Business Days, after (1) any Material Contract of such Grantor is terminated or amended in a manner that is materially adverse to such Grantor or (2) any new Material Contract is entered into by such Grantor, a written statement describing such event, with copies of such material amendments or new contracts, delivered to the Collateral Agent (to the extent such delivery is permitted by the terms of any such Material Contract, provided, no prohibition on delivery shall be effective if it were bargained for by such Grantor with the intent of avoiding compliance with this Section 4.5(b)(iii)), and an explanation of any actions being taken with respect thereto; (iv) it shall perform in all material respects all of its obligations with respect to the Material Contracts; (v) it shall promptly and diligently exercise each material right (except the right of termination) it may have under any Material Contract, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as it such Grantor or the Administrative Collateral Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, necessary or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon.advisable; (ivvi) It it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.Material Contract; and (vvii) During each Grantor shall, within thirty (30) days of the continuance date hereof with respect to any Non-Assignable Contract in effect on the date hereof and within thirty (30) days after entering into any Non-Assignable Contract after the Restatement Date, request in writing the consent of the counterparty or counterparties to the Non-Assignable Contract pursuant to the terms of such Non-Assignable Contract or applicable law to the assignment or granting of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor security interest in such Non-Assignable Contract to make payment on each Receivable Secured Party and use its best efforts to a Blocked Account or the Concentration Accountobtain such consent as soon as practicable thereafter.

Covenants and Agreements. Each Grantor hereby covenants and agrees that, except as otherwise permitted pursuant to the Credit Agreement: (i) It it shall ▇▇▇▇ conspicuously, keep and maintain at its own cost and expense proper books of record and account in form and manner reasonably satisfactory to accordance with subsection 6.1 of the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein.Credit Agreement; (ii) It will notother than in the ordinary course of its business (as determined by the Grantor in good faith), without and except as otherwise provided in subsection (iii) below, during the Administrative Agent’s prior written consent (which consent continuance of an Event of Default, such Grantor shall not be unreasonably withheld), (w) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iii) Except except as otherwise provided in this SectionSection 4.3(a), it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case Obligation at its own cost and expense, expense and in connection accordance with such collections and exercise, it shall, upon customary practice in the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessaryinformation-technology security industry. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after following the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Collateral Agent may: shall have the right at any time to (A1) notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation; (2) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (3) notify, or require any Grantor to 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 Collateral Agent; and (B4) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Collateral Account maintained under the sole dominion and control of its the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (iv) It it shall use its best reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any ReceivableReceivable in excess of $500,000. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other material dealings therewith; (ii) it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Collateral Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein.; (iiiii) It will not, without it shall perform in all material respects all of its obligations with respect to the Administrative Agent’s prior written consent Receivables; (which consent iv) it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be unreasonably withheld)expected to have a Material Adverse Effect on the value of such Receivable as Collateral. Other than in the ordinary course of business as generally conducted by it on and prior to the date hereof, and except as otherwise provided in subsection (v) below, following an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iiiv) Except except as otherwise provided in this Sectionsubsection (v), it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable, any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, such Grantor shall take such action as it such Grantor may deem necessary or the Administrative Agent may reasonably deem necessaryadvisable. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Collateral Agent may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (2) notify, or require any Grantor to 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 Collateral Agent; and (B3) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in an account maintained under the sole dominion and control of its the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (ivvi) It it shall use its best commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (ii) it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Collateral Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent as provided herein), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein.; (iiiii) It will not, without it shall perform in all material respects all of its obligations with respect to the Administrative Agent’s prior written consent Receivables; (which consent iv) it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be unreasonably withheld)expected to have a Material Adverse Effect on the value of such Receivable as Collateral. Other than in the ordinary course of business as generally conducted by it on and prior to the date hereof, and except as otherwise provided in subsection (v) below, such Grantor shall not (w) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iiiv) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable, any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, such Grantor shall take such action as it such Grantor or the Administrative Collateral Agent may reasonably deem necessarynecessary or advisable. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Collateral Agent may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (2) notify, or require any Grantor to 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 Collateral Agent; and (B3) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Collateral Account maintained under the sole dominion and control of its the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (ivvi) It it shall use its best commercial efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It each Grantor shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (ii) each Grantor shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Collateral Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent as provided herein), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein.; (iiiii) It will not, without each Grantor shall perform in all material respects all of its obligations with respect to the Receivables; (iv) except as otherwise consented to by the Administrative Agent’s Agent at its sole option, with respect to each Receivable that is included in the Borrowing Base: (A) no Grantor shall amend, modify, terminate or waive any provision of any such Receivable in any manner which could reasonably be expected to have a Material Adverse Effect on the value of such Receivable as Collateral; and (B) other than in the Ordinary Course of Business as generally conducted by Borrowers on and prior written consent to the date hereof, and except as otherwise provided in subsection (which consent v) below, no Grantor shall not be unreasonably withheld), (1) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (2) compromise or settle the same any dispute, claim or legal proceeding with respect to any such Receivable for less than the full amount total unpaid balance thereof, (3) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment of any such Receivable, or (4) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with on any such practices reasonably believed by such Grantor to be prudent.Receivable; (iiiv) Except except as otherwise provided in this Sectionsubsection or as consented to by the Administrative Agent at its sole option, it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such Receivables each Receivable that is included in the Borrowing Base and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any such Receivable or any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, such Grantor shall take such action as it such Grantor or the Administrative Agent may reasonably deem necessarynecessary or advisable. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Collateral Agent may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such any Grantor thereunder directly to the Administrative Agent Collateral Agent; (2) notify, or require any Grantor to 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 Collateral Agent; and (B3) enforce, at the cost and expense of such GrantorGrantors, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by any Grantor shall be forthwith (and in any event within two (2) Business Days) deposited by such Grantor shall not be commingled with in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by each Grantor in respect of the Receivables, any of its other funds Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (ivvi) It each Grantor shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until the payment in full of all Secured Obligations: (i) It it shall ▇▇▇▇ conspicuouslykeep and maintain at its own cost and expense satisfactory and complete records of the Receivables in its reasonable business judgment and consistent with its past practice including, in form but not limited to, the originals of all documentation with respect to all such Receivables and manner reasonably satisfactory to the Administrative Agentrecords of all payments received and all credits granted on such Receivables, all Chattel Paper, Instruments merchandise returned and all other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein.dealings therewith; (ii) It will not, without the Administrative Agent’s prior written consent (which consent it shall not amend, modify, terminate or waive any provision of any Receivable in any manner that could reasonably be unreasonably withheld)expected to have a Material Adverse Effect. Other than in the ordinary course of business as generally conducted by it and, except as otherwise provided in subsection (iii) below, during the continuance of an Event of Default, such Grantor shall not (A) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (B) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (C) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (D) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iii) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable, any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon such Grantor shall take such action as such Grantor or after the occurrence and during the continuance of an Event of Default, take such action as the Collateral Agent (acting pursuant to the direction it receives under the Indenture), may deem necessary or the Administrative Agent may reasonably deem necessaryadvisable. Notwithstanding the foregoing, subject to the Administrative Intercreditor Agreement (if applicable), the Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time during following delivery by the continuation Trustee to the Company of notice of an Event of Default, the Administrative Collateral Agent may: may (acting at the written direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes), subject to the Intercreditor Agreement (if applicable) (A) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (B) notify, or require any Grantor to 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 Collateral Agent; and (BC) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with promptly deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Securities Account or Deposit Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any of its other funds Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (iv) It it shall use its best commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i1) It shall ▇▇▇▇ conspicuouslyin addition to any rights under the Section of this Agreement relating to Receivables, in form and manner reasonably satisfactory the Secured Party may at any time notify, or require any Grantor to so notify, the Administrative Agent, all Chattel Paper, Instruments and other evidence counterparty on any Material Contract of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such ReceivableSecured Party therein. In addition, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon after the occurrence and during the continuance of an Event of Default, the Secured Party may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty to make all payments under the Material Contracts directly to the Secured Party; (2) each Grantor shall deliver promptly to the Secured Party a copy of each material demand, notice or document received by it relating in any way to any Material Contract; (3) each Grantor shall deliver promptly to the Secured Party, and in any event within ten (10) Business Days, after (1) any Material Contract of such Grantor is terminated or amended in a manner that is materially adverse to such Grantor or (2) any new Material Contract is entered into by such Grantor, a written statement describing such event, with copies of such material amendments or new contracts, delivered to the Secured Party (to the extent such delivery is permitted by the terms of any such Material Contract, provided, no prohibition on delivery shall be effective if it were bargained for by such Grantor with the intent of avoiding compliance with this Agreement, and an explanation of any actions being taken with respect thereto; (4) it shall perform in all material respects all of its obligations with respect to the Material Contracts; (5) it shall promptly and diligently exercise each material right (except the right of termination) it may have under any Material Contract, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as it such Grantor or the Administrative Agent Secured Party may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, necessary or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon.advisable; (iv6) It it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.Material Contract; and (v7) During with respect to any Non-assignable Contract that is a Material Contract, each Grantor shall, unless the continuance relevant restrictions on transfer are overridden by Section 9-406 of the UCC, within thirty (30) days of the date hereof with respect to any Non-Assignable Contract in effect on the date hereof and within thirty (30) days after entering into any Non-Assignable Contract after the Closing Date, request in writing the consent of the counterparty or counterparties to the Non-Assignable Contract pursuant to the terms of such Non-Assignable Contract or applicable law to the assignment or granting of a Default, at security interest in such Non-Assignable Contract to the request of the Administrative Agent, it shall direct each Account Debtor Secured Party and use its best efforts to make payment on each Receivable to a Blocked Account or the Concentration Accountobtain such consent as soon as practicable thereafter.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i1) It shall ▇▇▇▇ conspicuouslyin addition to any rights under this Agreement relating to Receivables, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned Agent may at any time notify, or held by it or require any Grantor to so notify, the counterparty on its behalf (other than any delivered to Material Contract of the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such ReceivableCollateral Agent therein. In addition, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon after the occurrence and during the continuance of an Event of Default, the Collateral Agent may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty to make all payments under the Material Contracts directly to the Collateral Agent; (2) such Grantor shall deliver promptly to the Collateral Agent a copy of each material demand, notice or document received by it relating in any way to any Material Contract; (3) such Grantor shall deliver promptly to the Collateral Agent, and in any event within ten (10) Business Days, after (1) any Material Contract of such Grantor is terminated or amended in a manner that is materially adverse to such Grantor or (2) any new Material Contract is entered into by such Grantor, a written statement describing such event, with copies of such material amendments or new contracts, delivered to the Collateral Agent (to the extent such delivery is permitted by the terms of any such Material Contract, provided, no prohibition on delivery shall be effective if it were bargained for by such Grantor with the intent of avoiding compliance with this Agreement, and an explanation of any actions being taken with respect thereto); (4) such Grantor shall perform in all material respects all of its obligations with respect to the Material Contracts; (5) such Grantor shall promptly and diligently exercise each material right (except the right of termination) it may have under any Material Contract, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation may deem necessary or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: advisable; and (A6) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any ReceivableMaterial Contract. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby The Company covenants and agrees thatwith the Underwriter as follows: (a) The Company will use its best efforts to cause the Registration Statement and any amendments thereto to become effective, if it has not already become effective, and will advise the Underwriter promptly and, if requested by the Underwriter, will confirm such advice in writing (i) It shall ▇▇▇▇ conspicuouslywhen the Registration Statement has become effective and the time and date of any filing of any post-effective Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus and the time and date that any post-effective amendment to the Registration Statement becomes effective, (ii) if Rule 430A under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Act, (iii) of the receipt of any comments of the Commission, or any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purposes and (v) within the period of time referred to in Section 5(h) below, of any change in the Company’s condition (financial or other), business, prospects, properties, net worth or results of operations, or of any event that comes to the attention of the Company that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. The Company will provide the Underwriter with copies of the form and manner reasonably satisfactory to the Administrative Agentof Prospectus, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well such number as the related Receivables RecordsUnderwriter may reasonably request, and file with an appropriate reference to the fact that Commission such Prospectus in accordance with Rule 424(b) of the Administrative Agent has a security interest thereinAct before the close of business on the first business day immediately following the date hereof. (iib) It The Company will notfurnish to the Underwriter, without charge, two signed duplicate originals of the Administrative AgentRegistration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also furnish to the Underwriter, without charge, such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto as the Underwriter may reasonably request. (c) The Company will promptly file with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, in the judgment of the Company or the Underwriter be required by the Act or requested by the Commission. (d) The Company will furnish a copy of any amendment or supplement to the Registration Statement or to the Prospectus or any Issuer Free Writing Prospectus to the Underwriter and counsel for Underwriter and obtain the Underwriter’s consent prior written consent (to filing any of those with the Commission, which consent shall not be unreasonably withheld), grant withheld or delayed. (e) The Company will not make any extension of offer relating to the time of payment of any such Receivable, compromise, compound or settle Common Stock that would constitute an Issuer Free Writing Prospectus without the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or Underwriter’s prior consent. (f) The Company will retain in accordance with such practices reasonably believed by such Grantor the Act all Issuer Free Writing Prospectuses not required to be prudent. (iii) Except as otherwise provided in this Section, it shall continue filed pursuant to collect all amounts due or to become due to it under all such Receivables the Act; and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right if at any time after the occurrence and during date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of information in the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of DefaultRegistration Statement, the Administrative Agent may: (A) direct such Account Debtor most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereofstatements therein, in the same manner light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Underwriter and, upon its request, to file such document and to prepare and furnish without charge to the same extent Underwriter as many copies as it may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such Grantor would be able conflict, statement or omission or effect such compliance; (g) Prior to have donethe execution and delivery of this Agreement, the Company has delivered or will deliver to the Underwriter, without charge, in such quantities as the Underwriter has requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. If Consistent with the Administrative Agent notifies such Grantor that it has elected provisions of Section 5(h) hereof, the Company consents to collect any such Receivablethe use, Supporting Obligation or Collateral Support in accordance with the preceding sentenceprovisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the Underwriter and by dealers, any payments thereof received prior to the date of the Prospectus, of each Preliminary Prospectus so furnished by the Company. (h) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such Grantor shall not be commingled with any period as in the reasonable opinion of its other funds or property but shall be held separate and apart therefrom, shall be held in trust counsel for the benefit of Underwriter a prospectus is required by the Administrative Agent hereunder and shall Act to be forthwith delivered to in connection with sales by the Administrative Agent in Underwriter or a dealer (the same form as so received (with any necessary indorsement“Prospectus Delivery Period”), and such Grantor shall not grant any extension for so long a period as the Underwriter may reasonably request for the distribution of the Shares, the Company will deliver to the Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) as they may reasonably request. The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the Underwriter and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by the Underwriter or dealer. If at any time prior to the later of payment thereof(i) the completion of the distribution of the Shares pursuant to the offering contemplated by the Registration Statement or (ii) the expiration of prospectus delivery requirements with respect to the Shares under Section 4(3) of the Act and Rule 174 thereunder, compromiseany event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriter is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, compound or settle in the same for less than light of the full amount thereofcircumstances under which they were made, release the same, wholly or partlynot misleading, or allow if it is necessary to supplement or amend the Prospectus to comply with the Act or any credit or discount whatsoever thereon. (ivother law, the Company will forthwith prepare and, subject to Section 5(a) It shall hereof, file with the Commission and use its best efforts to keep in full force cause to become effective as promptly as possible an appropriate supplement or amendment thereto, and effect any Supporting Obligation or Collateral Support relating will furnish to any Receivablethe Underwriter, without charge, a reasonable number of copies thereof. (vi) The Company will cooperate with the Underwriter and counsel for the Underwriter in connection with the registration or qualification of the Shares for offering and sale by the Underwriter and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriter may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the event that the qualification of the Shares in any jurisdiction is suspended, the Company shall so advise the Underwriter promptly in writing. The Company will use its best efforts to qualify or register its Common Stock for sale in non-issuer transactions under (or obtain exemptions from the application of) the Blue Sky laws of each state where necessary to permit market making transactions and secondary trading and will comply with such Blue Sky laws and will continue such qualifications, registrations and exemptions in effect for a period of two years after the date hereof. (j) The Company will make generally available to its security holders a consolidated earnings statement (in form complying with the provisions of Rule 158), which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and the Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (k) During the continuance period ending five years from the date hereof, the Company will furnish to the Underwriter (i) as soon as available, a copy of each proxy statement, quarterly or annual report or other report of the Company mailed to stockholders or filed with the Commission, the Financial Industry Regulatory Authority, Inc. (“FINRA”) or the NASDAQ Global Market (“NASDAQ”) or any national securities exchange and (ii) from time to time such other information concerning the Company as the Underwriter may reasonably request. (l) If this Agreement shall terminate or shall be terminated after execution pursuant to any provision hereof (except pursuant to a Defaulttermination under Section 11 hereof) or if this Agreement shall be terminated by the Underwriter because of any inability, failure or refusal on the part of the Company to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the Company agrees to reimburse the Underwriter for all out-of-pocket expenses (including travel expenses and reasonable fees and expenses of counsel for the Underwriter, but excluding wages and salaries paid by the Underwriter) reasonably incurred by the Underwriter in connection herewith. (m) The Company will apply the net proceeds from the sale of the Shares to be sold by it hereunder in accordance in all material respects with the statements under the caption “Use of Proceeds” in the Prospectus. (n) For a period commencing on the date hereof and ending on the 90th day after the date of the Prospectus (the “Lock-Up Period”), the Company will not, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or would reasonably be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Common Stock issued pursuant to employee benefit plans, equity-based compensation plans or other employee compensation plans existing on the date hereof (including future grants of restricted stock) or pursuant to currently outstanding options, warrants or rights), or sell or grant options, restricted stock, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Common Stock issued pursuant to employee benefit plans, equity-based compensation plans or other employee compensation plans existing on the date hereof (including future grants of restricted stock)), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company, or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Underwriter, and to cause each officer, director and stockholder of the Company set forth on Schedule II hereto to furnish to the Underwriter, prior to the Closing Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Underwriter waives such extension in writing. (o) Prior to the Closing Date or the Additional Closing Date, as the case may be, the Company will furnish to the Underwriter, as promptly as possible, copies of any unaudited interim consolidated financial statements of the Company and its subsidiaries for any period subsequent to the periods covered by the financial statements appearing in the Prospectus. (p) The Company will comply with all provisions of any undertakings contained in the Registration Statement. (q) The Company will not at any time, directly or indirectly, take any action designed, or which might reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares. (r) The Company will timely file with NASDAQ all documents and notices required by NASDAQ of companies that have or will issue securities that are traded on NASDAQ. (s) The Company shall engage and maintain, at its expense, a transfer agent and, if necessary under the request jurisdiction of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account its incorporation or the Concentration Accountrules of any national securities exchange on which the Common Stock is listed, a registrar (which, if permitted by applicable laws and rules may be the same entity as the transfer agent) for the Common Stock.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered Inventory and Equipment in transit or sold to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made customers in the ordinary course of business business, it shall keep the Equipment, Inventory and consistent any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless, with its current practices respect to any location at which Equipment or Inventory having a value in accordance excess of $500,000 is located, it shall have (a) notified the Priority Lien Collateral Trustee in writing, by executing and delivering to the Priority Lien Collateral Trustee an Officer’s Certificate, and a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least fifteen (15) days prior to any change in locations, identifying such practices change in the location of and the new location of such Collateral, and providing such other information in connection therewith as the Priority Lien Collateral Trustee may reasonably believed by such Grantor request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Priority Lien Collateral Trustee’s security interest in the Collateral intended to be prudent.granted and agreed to hereby, or to enable the Priority Lien Collateral Trustee to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory; (ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in a similar business, and in any event in conformity with GAAP; (iii) Except as otherwise provided in this Section, it shall continue not deliver any Document evidencing any Equipment and Inventory to collect all amounts due any Person other than the issuer of such Document (or to become due a shipper or freight forwarder acting on such Grantor’s behalf in the ordinary course of business) to claim the Goods evidenced therefor or the Priority Lien Collateral Trustee; (iv) if any Equipment or Inventory having a value in excess of $500,000 in the aggregate is in possession or control of any third party (other than Equipment and Inventory in transit and customers purchasing inventory in the ordinary course of business), each Grantor shall join with the Priority Lien Collateral Trustee in notifying the third party of the Priority Lien Collateral Trustee’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Priority Lien Collateral Trustee; and (v) with respect to any item of Equipment having a value in excess of $100,000 individually or any items of Equipment having a value in excess of $500,000 in the aggregate, which is covered by a certificate of title under all a statute of any jurisdiction under the law of which indication of a security interest on such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shallcertificate is required as a condition of perfection thereof, upon the occurrence and during reasonable request of the continuance of an Event of DefaultPriority Lien Collateral Trustee, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor (A) provide information with respect to any such ReceivableEquipment, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforceexecute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, at and (C) deliver to the cost Priority Lien Collateral Trustee copies of all such applications or other documents filed during such calendar quarter and expense copies of all such Grantor, collection thereof and to adjust, settle or compromise certificates of title issued during such calendar quarter indicating the amount or payment thereof, security interest created hereunder in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any items of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereonEquipment covered thereby. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i1) It such Grantor shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (2) such Grantor shall perform in all material respects all of its obligations with respect to the Receivables; (3) such Grantor shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be expected to have a Material Adverse Effect on the value of such Receivable as Collateral. Other than in the ordinary course of business as generally conducted by such Grantor on and prior to the date hereof, and except as otherwise provided in subsection (5) below, following an Event of Default, such Grantor shall not, without the prior written consent of the Collateral Agent (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable in an amount in excess of One Hundred Thousand Dollars ($100,000) for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; (4) at the reasonable request of the Collateral Agent, such Grantor shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Collateral Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent as provided herein), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein.; (ii5) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except except as otherwise provided in this Sectionsubsection, it such Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable, any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, such Grantor shall take such action as it such Grantor or the Administrative Collateral Agent may reasonably deem necessarynecessary or advisable. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Collateral Agent may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (2) notify, or require Grantor to 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 Collateral Agent; and (B3) and subject to Section 8 below, enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, into an account maintained under the sole dominion and control of its the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (iv6) It such Grantor shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon After the occurrence and during the continuance of an Event of Default, in addition to any rights under the Section of this Agreement relating to Receivables, the Priority Lien Collateral Trustee may at any time notify, or require any Grantor to so notify, the counterparty on any Material Contract of the security interest of the Priority Lien Collateral Trustee therein and may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty to make all payments under the Material Contracts directly to the Priority Lien Collateral Trustee; (ii) each Grantor shall deliver promptly to the Priority Lien Collateral Trustee a copy of each material demand or notice received by it relating in any way to any Material Contract which involves any claim, event or other circumstance the consequences of which could reasonably be expected to have a Material Adverse Effect; (iii) each Grantor shall deliver promptly to the Priority Lien Collateral Trustee, after (1) any Material Contract of such Grantor is terminated or amended in a manner that is materially adverse to such Grantor or (2) any new Material Contract is entered into by such Grantor, notice thereof as required by Section 5.1 of the Credit Agreement; (iv) it shall perform in all material respects all of its obligations with respect to the Material Contracts except to the extent contested in good faith, so long as adequate reserve or other appropriate provision, as shall be required in conformity with GAAP, shall have been made therefor; (v) it shall promptly and diligently exercise each material right it may have under any Material Contract, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation may deem necessary or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon.advisable; and (ivvi) It it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a DefaultMaterial Contract, at the request of the Administrative Agentexcept where, in its business judgment, it shall direct each Account Debtor to make payment on each Receivable to concludes that loss or relinquishment will not have a Blocked Account or the Concentration AccountMaterial Adverse Effect.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (ii) it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative AgentPriority Lien Collateral Trustee, all Chattel Paper, Paper and Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent Priority Lien Collateral Trustee as provided herein), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Agent Priority Lien Collateral Trustee has a security interest therein.; (iiiii) It will notit shall perform in all material respects all of its obligations with respect to the Receivables, without except to the Administrative Agent’s extent being contested in good faith, so long as adequate reserve or other appropriate provision, as shall be required in conformity with GAAP, shall have been made therefor; (iv) other than in the ordinary course of business as generally conducted by it on and prior written consent to the date hereof, and except as otherwise provided in subsection (which consent v) below, following an Event of Default, such Grantor shall not be unreasonably withheld), (w) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iiiv) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, such Grantor shall take such action as it such Grantor may deem necessary or the Administrative Agent may reasonably deem necessaryadvisable. Notwithstanding the foregoing, the Administrative Agent Priority Lien Collateral Trustee shall have the right at any time after the occurrence and during the continuance of following an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative AgentPriority Lien Collateral Trustee’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Agent Priority Lien Collateral Trustee may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Priority Lien Collateral Trustee; (2) notify, or require any Grantor to 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 Priority Lien Collateral Trustee; and (B3) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Agent Priority Lien Collateral Trustee notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Priority Lien Collateral Trustee if required, in the Collateral Account maintained under the sole dominion and control of its the Priority Lien Collateral Trustee, and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Agent Priority Lien Collateral Trustee hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (ivvi) It it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall keep and maintain at its own cost and expense satisfactory and complete records of Material Receivables, including, but not limited to, the originals of all material documentation with respect thereto and records of all payments received and all credits granted thereon, all material merchandise returned and all material other dealings therewith; (ii) during the continuance of an Event of Default, it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory with an appropriate reference to the Administrative Agentfact that Collateral Agent has a security interest therein, all Chattel Paper, Instruments and other evidence of any Material Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent as provided herein), as well as the related Material Receivables Records; (iii) other than in respect of obligations subject to good faith disputes, it shall perform in all material respects all of its obligations with an appropriate reference respect to the fact that the Administrative Agent has a security interest therein.Material Receivables; (iiiv) It will notother than in the ordinary course of business and while no Event of Default exists, without the Administrative Agent’s prior written consent (which consent it shall not amend, modify, terminate or waive any provision of any Material Receivable in any manner which could reasonably be unreasonably withheld)expected to have a Material Adverse Effect on the value of such Material Receivable as Collateral. Other than in the ordinary course of business and so long as no Event of Default exists, such Grantor shall not (w) grant any extension or renewal of the time of payment of any such Material Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Material Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (z) allow any material credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iiiv) Except as otherwise provided in this Section, it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Material Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Material Receivable, any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, such Grantor shall take such action as it such Grantor may deem necessary or the Administrative Agent may reasonably deem necessaryadvisable. Notwithstanding the foregoing, Collateral Agent (acting at the Administrative Agent written direction of Majority Holders) shall have the right at any time after the occurrence and during the continuance existence of an Event of Default and, following notice to Grantors, to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or of Collateral Support of the Administrative Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, pursuant to the Administrative Note Documents Collateral Agent (acting at the written direction of Majority Holders) may: (A) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (B) notify, or require any Grantor to 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 Collateral Agent; and (BC) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Collateral Agent if required, in a collateral account (the “Collateral Account”), and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of its other funds the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (ivvi) It it shall use its best commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Material Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course conduct of its business or the extension of payment terms of markers of gaming patrons (including credit arrangements pursuant to Section 1339 of the New York State Racing, Pari-Mutuel Wagering and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except Breeding Law and other Gaming Laws), and except as otherwise provided in this Sectionsubsection (ii) below, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notifyshall not (A) grant any extension or renewal of the time of payment of any Receivable, (B) compromise or settle any Account Debtor dispute, claim or legal proceeding with respect to any such ReceivableReceivable for less than the total unpaid balance thereof, Supporting Obligation (C) release, wholly or Collateral Support of partially, any Person liable for the Administrative Agent’s security interest thereinpayment thereof, and in addition, or (D) allow any credit or discount thereon; (ii) at any time following the occurrence and during the continuation of an Event of Default, the Administrative Collateral Agent may: shall have the right at any time to (A) direct such notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation, (B) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent, (C) notify, or require any Grantor to 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 Collateral Agent, and (BD) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in an Investment Account “controlled” (for purposes of the UCC) by the Collateral Agent (it being understood that each Grantor agrees to promptly comply with any reasonable request of its the Collateral Agent to establish or enter into a Control Agreement with respect to such an Investment Account), and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (iviii) It it shall use its best commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any ReceivableReceivable in excess of $500,000. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered Inventory in transit or sold to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made customers in the ordinary course of business business, it shall keep the Inventory and consistent any Documents evidencing Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless, with its current practices respect to any location at which Inventory having a value in excess of $500,000 is located, it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent an Officer’s Certificate (as defined in the Collateral Trust Agreement), and a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least fifteen (15) days prior to any change in locations, identifying such change in the location of and the new location of such Collateral, and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in accordance with such practices reasonably believed by such Grantor the Collateral intended to be prudent.granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Inventory; (ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in a similar business, and in any event in conformity with GAAP; (iii) Except as otherwise provided in this Section, it shall continue not deliver any Document evidencing any Inventory to collect all amounts due any Person other than the issuer of such Document (or to become due a shipper or freight forwarder acting on such Grantor’s behalf in the ordinary course of business) to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon claim the occurrence and during the continuance of an Event of Default, take such action as it goods evidenced therefor or the Administrative Collateral Agent; and (iv) if any Inventory having a value in excess of $750,000 in the aggregate is in possession or control of any third party (other than Inventory in transit and customers purchasing inventory in the ordinary course of business), each Grantor shall join with the Collateral Agent may reasonably deem necessary. Notwithstanding in notifying the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support third party of the Administrative Collateral Agent’s security interest therein, and in addition, at any time during obtaining an acknowledgment from the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor third party that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with is holding the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust Inventory for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereonCollateral Agent. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall keep and maintain at its own cost and expense satisfactory and complete records of the Collateral Receivables, including, but not limited to, the originals of all documentation with respect to all Collateral Receivables and records of all payments received and all credits granted on the Collateral Receivables, all merchandise returned and all other dealings therewith; (ii) unless otherwise agreed upon by the Security Agent, it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Security Agent, all Chattel PaperPaper included in the Collateral, Instruments (other than checks) in excess of $5 million individually included in the Collateral and other evidence of any Collateral Receivables included in the Collateral owned or held by it or on its behalf excess of $5 million individually (other than any delivered to the Administrative Security Agent as provided herein), as well as the related Collateral Receivables Records, Records with an appropriate reference to the fact that the Administrative Security Agent has a security interest therein.; (iiiii) It will not, without it shall perform in all material respects all of its obligations with respect to the Administrative Agent’s prior written consent Collateral Receivables; (which consent iv) it shall not amend, modify, terminate or waive any provision of any Collateral Receivable in any manner which in the good faith judgment of Grantor could reasonably be unreasonably withheld)expected to have a material adverse effect on the value of the Collateral Receivables or a substantial portion thereof. Other than in the ordinary course of business as generally conducted by it on and prior to the date hereof or with the consent of the Security Agent, and except as otherwise provided in subsection (v) below, following and during the continuance of an Event of Default, Grantor shall not (w) grant any extension or renewal of the time of payment of any such Collateral Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Collateral Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation Person liable for the payment thereof or Collateral Support relating thereto, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iiiv) Except except as otherwise provided in this Sectionsubsection, it Grantor shall continue use commercially reasonable efforts to collect all amounts due or to become due to it Grantor under all such the Collateral Receivables and any Supporting Obligations or Obligation included in the Collateral Support relating thereto, and diligently exercise each material right it may have thereunderunder any Collateral Receivable, any Supporting Obligation included in the Collateral or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, Grantor shall take such action as it Grantor may deem necessary or the Administrative Agent may reasonably deem necessaryadvisable. Notwithstanding the foregoing, the Administrative Security Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Security Agent’s security interest thereinin the Collateral Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Security Agent may: (A1) direct such the Account Debtor Debtors under any Collateral Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Security Agent; (2) notify, or require Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Collateral 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 Security Agent; and (B3) enforce, at the cost and expense of such Grantor, collection thereof of any such Collateral Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to might have done. If the Administrative Security Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or the Collateral Support Receivables in accordance with the preceding sentence, any payments thereof of Collateral Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by Grantor in the exact form received, duly indorsed by Grantor to the Security Agent if required, in a Collateral Account maintained under the sole dominion and control of its the Security Agent, and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by Grantor in respect of the Collateral Receivables, any Supporting Obligation included in the Collateral or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Security Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofCollateral Receivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (ivvi) It it shall use its best commercially reasonable efforts to keep in full force and effect any material Supporting Obligation included in the Collateral or Collateral Support relating to any Collateral Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It shall ▇▇▇▇ conspicuouslyin addition to any rights under the Section of this Agreement relating to Receivables, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned Agent may at any time notify, or held by it or require any Grantor to so notify, the counterparty on its behalf (other than any delivered to Material Contract of the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such ReceivableCollateral Agent therein. In addition, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon after the occurrence and during the continuance of an Event of Default, the Collateral Agent may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty to make all payments under the Material Contracts directly to the Collateral Agent; (ii) each Grantor shall deliver promptly to the Collateral Agent a copy of each material demand, notice or document received by it relating in any way to any Material Contract; (iii) each Grantor shall deliver promptly to the Collateral Agent, and in any event within ten (10) Business Days, after (1) any Material Contract of such Grantor is terminated or amended in a manner that is materially adverse to such Grantor or (2) any new Material Contract is entered into by such Grantor, a written statement describing such event, with copies of such material amendments or new contracts, delivered to the Collateral Agent (to the extent such delivery is permitted by the terms of any such Material Contract, provided, no prohibition on delivery shall be effective if it were bargained for by such Grantor with the intent of avoiding compliance with this Section 4.5(b)(iii)), and an explanation of any actions being taken with respect thereto; (iv) it shall perform in all material respects all of its obligations with respect to the Material Contracts; (v) it shall promptly and diligently exercise each material right (except the right of termination) it may have under any Material Contract, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as it such Grantor or the Administrative Collateral Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, necessary or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon.advisable; (ivvi) It it shall use its reasonable best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.Material Contract; and (vvii) During each Grantor shall, within thirty (30) days of the continuance date hereof with respect to any Non-Assignable Contract in effect on the date hereof and within thirty (30) days after entering into any Non-Assignable Contract after the date hereof, request in writing the consent of the counterparty or counterparties to the Non-Assignable Contract pursuant to the terms of such Non-Assignable Contract or applicable law to the assignment or granting of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor security interest in such Non-Assignable Contract to make payment on each Receivable Secured Party and use its reasonable best efforts to a Blocked Account or the Concentration Accountobtain such consent as soon as practicable thereafter.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It At the reasonable request of the Collateral Agent, it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Collateral Agent, all Chattel Paper, Instruments (other than checks received in the ordinary course of business) and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent as provided hereinherein and other than purchase orders sent to customers), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein. (ii) It will not, without the Administrative Collateral Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its then current practices or and in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this SectionSection and unless otherwise determined by such Grantor in accordance with its good faith business judgment, it shall continue to use its best efforts to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Collateral Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after upon the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Collateral Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Collateral Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Collateral Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Collateral Agent in the same form as so received (with any necessary indorsementendorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon. (iv) It shall use its reasonable best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon After the occurrence and during the continuance of an Event of Default, in addition to any rights under the Section of this Agreement relating to Receivables, the Collateral Agent may at any time notify, or require any Grantor to so notify, the counterparty on any Material Contract of the security interest of the Collateral Agent therein and may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty to make all payments under the Material Contracts directly to the Collateral Agent; (ii) each Grantor shall deliver promptly to the Collateral Agent notice of any Material Contract as required pursuant to Section 5.1 of the Credit Agreement; (iii) each Grantor shall deliver promptly to the Collateral Agent, and in any event within ten (10) Business Days, after (1) any Material Contract of such Grantor is terminated or amended in a manner that is materially adverse to such Grantor or (2) any new Material Contract is entered into by such Grantor, a written statement describing such event, with copies of such material amendments or new contracts, delivered to the Collateral Agent (to the extent such delivery is permitted by the terms of any such Material Contract, provided, no prohibition on delivery shall be effective if it were bargained for by such Grantor with the intent of avoiding compliance with this Section 4.5(b)(iii)), and an explanation of any actions being taken with respect thereto; (iv) it shall perform in all material respects all of its obligations with respect to the Material Contracts except to the extent contested in good faith, so long as adequate reserve or other appropriate provision, as shall be required in conformity with GAAP, shall have been made therefor; (v) it shall promptly and diligently exercise each material right it may have under any Material Contract, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation may deem necessary or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon.advisable; and (ivvi) It it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a DefaultMaterial Contract, at the request of the Administrative Agentexcept where, in its business judgment, it shall direct each Account Debtor to make payment on each Receivable to concludes that loss or relinquishment will not have a Blocked Account or the Concentration AccountMaterial Adverse Effect.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall ▇▇▇▇ conspicuouslykeep and maintain at its own cost and expense complete records of the Receivables as is customarily maintained under similar circumstances by Persons of established reputation engaged in a similar business, and in form any event in conformity with GAAP, including, but not limited to, the originals of all documentation with respect to all such Receivables and manner reasonably satisfactory to the Administrative Agentrecords of all payments received and all credits granted on such Receivables, all Chattel Paper, Instruments merchandise returned and all other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein.dealings therewith; (ii) It will not, without the Administrative Agent’s prior written consent (which consent it shall not amend, modify, terminate or waive any provision of any Receivable in any manner that could reasonably be unreasonably withheld)expected to have a Material Adverse Effect or result in an Out-of-Formula Condition under the Credit Agreement. Other than in the ordinary course of business, and during the continuance of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iii) Except to the extent that any Grantor does grant any discounts, allowances or credits pursuant to clause (ii) above or otherwise that are not shown on the face of the invoice for the Receivable involved, such Grantor shall report such discounts, allowances or credits, as otherwise provided the case may be to Agent, and if any amounts due and owing in this Sectionexcess of $100,000 are in dispute between any Grantor and any Account Debtor, it or if any returns are made in excess of $100,000 with respect to any Receivables owing from an Account Debtor, such Grantor shall provide Agent with written notice thereof, explaining in detail the reason for the dispute or return, all claims related thereto and the amount in controversy; (iv) if a Receivable of any Grantor includes a charge for any taxes payable to any Governmental Authority, each Grantor authorizes Agent, in Agent’s sole discretion, to pay the amount thereof to the proper taxing authority for the account of such Grantor and to charge Borrowers therefor under the Credit Agreement; provided, however, that neither Agent nor Lenders shall be liable for any taxes that may be due by Grantors; (v) whether or not a Default or an Event of Default exists, Agent shall have the right during reasonable business hours and (so long as no Default or Event of Default exists) no more often than quarterly, in the name of Agent, any designee of Agent or any Grantor to verify the validity, amount or any other matter relating to any Receivables of such Grantor by mail, telephone, telegraph or otherwise, and each Grantor shall cooperate fully with Agent in an effort to facilitate and promptly conclude any such verification process; (vi) each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating theretoObligation in accordance with Section 5.16 of the Credit Agreement, and shall diligently exercise each material right it may have thereunderunder any Receivable any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and and, in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, such Grantor shall take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time such Grantor after the occurrence and during the continuance of an Event of Default or Agent may reasonably deem necessary or advisable. Notwithstanding the foregoing, Agent shall have the right at any time following the occurrence and during the continuation of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Agent may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Agent; and (B2) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Agent if required, in a Securities Account or Deposit Account maintained under the control of its Agent, and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.. Further, each Grantor acknowledges that, regardless of whether an Event of Default exists, Agent may, pursuant to the terms of a Control Agreement, direct each Person maintaining a lockbox or similar arrangement into which Account Debtors under any Receivables make payment, to remit to Agent directly all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement, and each Grantor agrees that any such Person maintaining such lockbox or other arrangement shall be authorized to comply with the instructions of Agent without further consent from such Grantor; (ivvii) It it shall use its best commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.; and (vviii) During to the continuance best of a Default, at the request of the Administrative Agentsuch Grantor’s knowledge, it shall direct each not create or accept any Account, Instrument, Chattel Paper or other obligation of any kind due from or owed by a Sanctioned Person or own any Chattel Paper in the form of a lease where the lessee thereunder is a Sanctioned Person, and shall promptly notify Agent in writing of any Account Debtor to make payment on each Receivable to Debtor’s status as a Blocked Account or the Concentration AccountSanctioned Person.

Covenants and Agreements. Each Grantor hereby of the Company and the Trustee, on behalf of the Trust, covenants and agrees thatwith the several Underwriters as follows: (a) The Trust will use its best efforts to cause the Registration Statement and any amendments thereto to become effective, if it has not already become effective, and will advise you promptly and, if requested by you, will confirm such advice in writing (i) It shall ▇▇▇▇ conspicuouslywhen the Registration Statement has become effective and the time and date of any filing of any post-effective Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus and the time and date that any post-effective amendment to the Registration Statement becomes effective, (ii) if Rule 430A under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Act, (iii) of the receipt of any comments of the Commission, or any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purposes and (v) within the period of time referred to in Section 5(h) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Trust, or of any event that comes to the attention of the Trust that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Trust will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. The Trust will provide the Underwriters with copies of the form and manner reasonably satisfactory to the Administrative Agentof Prospectus, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well such number as the related Receivables RecordsUnderwriters may reasonably request, and file with an appropriate reference to the fact that Commission such Prospectus in accordance with Rule 424(b) of the Administrative Agent has a security interest thereinAct before the close of business on the first business day immediately following the date hereof. (iib) It The Trust will notfurnish to you, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld)charge, grant any extension a photocopy of the time signed original of payment the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also furnish to you, without charge, such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto as you may reasonably request. (c) The Trust will promptly file with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, in the judgment of the Company, the Trust or the Representative, be required by the Act or requested by the Commission. (d) The Trust will furnish a copy of any such Receivable, compromise, compound amendment or settle supplement to the same Registration Statement or to the Prospectus or any Issuer Free Writing Prospectus to you and counsel for less than Underwriters and obtain your consent prior to filing any of those with the full amount thereof, release, wholly or partly, Commission. (e) Neither the Company nor the Trust will make any Supporting Obligation or Collateral Support offer relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in to the ordinary course of business Units that would constitute an Issuer Free Writing Prospectus without your prior consent. (f) The Company and consistent with its current practices or the Trust will retain in accordance with such practices reasonably believed by such Grantor the Act all Issuer Free Writing Prospectuses not required to be prudent. (iii) Except as otherwise provided in this Section, it shall continue filed pursuant to collect all amounts due or to become due to it under all such Receivables the Act; and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right if at any time after the occurrence and during date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of information in the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of DefaultRegistration Statement, the Administrative Agent may: (A) direct such Account Debtor Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereofstatements therein, in the same manner light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify you and, upon your request, to file such document (if required to be filed pursuant to the Act) and to prepare and furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (g) Prior to the same extent execution and delivery of this Agreement, the Trust has delivered or will deliver to you, without charge, in such quantities as such Grantor would be able you have requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. Consistent with the provisions of Section 5(h) hereof, the Trust consents to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivableuse, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit provisions of the Administrative Agent hereunder Act and shall be forthwith delivered with the securities or Blue Sky laws of the jurisdictions in which the Units are offered by the several Underwriters and by dealers, prior to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension date of the time Prospectus, of payment thereof, compromise, compound or settle each Preliminary Prospectus so furnished by the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereonTrust. (ivh) It As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer, and for so long a period as you may request for the distribution of the Units, the Trust will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as they may reasonably request. The Trust consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Units are offered by the several Underwriters and by all dealers to whom Units may be sold, both in connection with the offering and sale of the Units and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If at any time prior to the later of (i) the completion of the distribution of the Units pursuant to the offering contemplated by the Registration Statement or (ii) the expiration of prospectus delivery requirements with respect to the Units under Section 4(3) of the Act and Rule 174 thereunder, any event shall occur that in the judgment of the Company, the Trust or in the opinion of counsel for the Underwriters is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with the Act or any other law, the Trust will forthwith prepare and, subject to Section 5(a) hereof, file with the Commission and use its best efforts to keep in full force cause to become effective as promptly as possible an appropriate supplement or amendment thereto, and effect any Supporting Obligation or Collateral Support relating will furnish to any Receivableeach Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies thereof. (vi) During If this Agreement shall terminate or shall be terminated after execution pursuant to any provision hereof (except Section 11), or if this Agreement shall be terminated by the continuance Underwriters because of any inability, failure or refusal on the part of the Company or the Trust to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the Company agrees to reimburse the Representative and the other Underwriters, other than defaulting Underwriters, for all out-of-pocket expenses (including travel expenses and reasonable fees and expenses of counsel for the Underwriters, but excluding wages and salaries paid by you) reasonably incurred by you in connection herewith. (j) For a period commencing on the date hereof and ending on the 60th day after the date of the Prospectus (the “Lock-Up Period”), the Company will not, directly or indirectly, (i) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) (collectively, a “Disposition”) any Trust Units (as defined in Section 6(a)(vii) below), other securities of the Trust, other securities that are derived from the Subject Interests (as defined in the conveyances and assignments filed as exhibits to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “Conveyances”), that are substantially similar to the Trust Units, or securities convertible into or exchangeable for Trust Units, or sell or grant options, rights or warrants with respect to any Trust Units or securities convertible into or exchangeable for Trust Units (collectively, “Trust Securities”); (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Trust Units, whether any such transaction is to be settled by delivery of Trust Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Trust Securities or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters, and the Company will procure from each individual set forth on Schedule IV hereto and deliver to the Representative, prior to the Closing Date, a letter or letters substantially in the form of Exhibit G hereto (the “Lock Up Agreements”); notwithstanding the foregoing if (x) during the last 17 days of the Lock-Up Period, the Trust issues an earnings release or announces material news or a material event relating to the Trust occurs or (y) prior to the expiration of the Lock-Up Period, the Trust announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(j) shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing. The foregoing restrictions shall not apply to Dispositions of up to 116,010 Common Units by the Company to its certain eligible employees as incentive compensation, as described in the Registration Statement, Time of Sale Information and Prospectus. (k) The Trust will comply with all provisions of any undertakings contained in the Registration Statement. (l) Neither the Company nor the Trust will at any time, directly or indirectly, take any action designed, or which might reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of the Trust Units to facilitate the sale or resale of any of the Units in violation of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), the Act or other applicable law. (m) The Trust will file promptly all material required to be filed by it with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act or the rules and regulations of the Commission thereunder, subsequent to the date of the Prospectus and for so long as the delivery of a Defaultprospectus (or, at in lieu thereof, the request notice referred to in Rule 173(a) under the Act) is required in connection with the offering of the Administrative AgentUnits. (n) The Company and the Trust will comply with all agreements and satisfy all conditions on their part to be complied with or satisfied pursuant to this Agreement on or prior to the Closing Date or the Additional Closing Date, as the case may be, and the Company and the Trust will advise the Underwriters prior to the Closing Date or the Additional Closing Date, as the case may be, if any statements to be made on behalf of the Company or the Trust in the certificates contemplated by Section 9 hereof would be inaccurate if made as of the Closing Date or the Additional Closing Date, as the case may be. (o) The Company and the Trust will cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Units for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Units; provided that in no event shall either the Company or the Trust be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Units, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the event that the qualification of the Units in any jurisdiction is suspended, the Company or the Trust shall direct so advise you promptly in writing. The Trust will use its reasonable best efforts to qualify or register the Trust Units for sale in non-issuer transactions under (or obtain exemptions from the application of) the Blue Sky laws of each Account Debtor state where necessary to permit market making transactions and secondary trading and will use its reasonable best efforts to cause the Trust to comply with such Blue Sky laws and to continue such qualifications, registrations and exemptions in effect for a period of five years after the date hereof. (p) The Trust will timely file with the New York Stock Exchange (the “NYSE”) all documents and notices required by the NYSE of trusts that have securities that are traded on the NYSE. (q) The Trust will make generally available to holders of the Trust Units a consolidated earnings statement (in form complying with the provisions of Rule 158), which need not be audited, covering a 12-month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (r) The Trust will furnish to holders of the Trust Units as soon as practicable after the end of each fiscal year an annual report (including financial statements of the Trust certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make payment available to holders of the Trust Units summary financial information of the Trust for such quarter in reasonable detail. For purposes of this Section 5(r), the Trust shall be deemed to have made available such summary financial information if such information has been filed on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”). (s) The Trust, during the period ending three years from the date hereof, will furnish to you and, upon your request, to each Receivable to of the other Underwriters, (i) as soon as available, a Blocked Account copy of each proxy statement, quarterly or annual report or other report of the Concentration Account.Tru

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i1) It such Grantor shall ▇▇▇▇ conspicuouslykeep the Equipment and Inventory in the locations specified on Schedule II hereto unless it shall have (a) notified the Collateral Agent in writing at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in form connection therewith as the Collateral Agent may reasonably request and manner reasonably satisfactory (b) taken all actions necessary or advisable to maintain the Administrative continuous validity, perfection and the same or better priority of the Collateral Agent, all Chattel Paper, Instruments and other evidence of any Receivables included ’s security interest in the Collateral owned intended to be granted and agreed to hereby, or held to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory; (2) such Grantor shall keep correct and accurate records of the Inventory, including, without limitation, itemizing and describing the kind, type and quantity of such Inventory, such Grantor’s cost therefor and, where applicable, the current list prices for such Inventory and such other information as is customarily maintained under similar circumstances by it or on its behalf Persons of established reputation engaged in similar business, and in any event in conformity with generally accepted accounting principles; (3) such Grantor shall not deliver any Document Evidencing Goods to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent; (4) if any delivered Equipment or Inventory is in possession or control of any third party, including, without limitation, any warehouseman, bailee or agent, Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an Authenticated acknowledgment from such third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and (5) with respect to any item of Equipment which is covered by a certificate of Title under a statute of any jurisdiction under the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has law of which indication of a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension on such certificate is required as a condition of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount perfection thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during reasonable request of the continuance of an Event of DefaultCollateral Agent, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor (A) provide information with respect to any such ReceivableEquipment, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforceexecute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, at and (C) deliver to the cost Collateral Agent copies of all such applications or other documents filed during such calendar quarter and expense copies of all such Grantor, collection thereof and to adjust, settle or compromise certificates of Title issued during such calendar quarter indicating the amount or payment thereof, security interest created hereunder in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any items of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereonEquipment covered thereby. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor Pledgor hereby covenants and agrees that: (ia) It shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to except for the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed created by such Grantor to be prudent. (iii) Except as otherwise provided in this SectionAgreement, it shall continue not create or suffer to collect all amounts due exist any Lien upon or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral other than Permitted Encumbrances, and Pledgor shall defend the Collateral against all Persons at any time claiming any interest therein; (b) it shall not change its name, identity, corporate structure (e.g., by merger, amalgamation, consolidation, change in corporate form or otherwise), principal place of business, chief executive office, registered office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (x) notified the Agent in writing within at least ten (10) days of any such change or establishment, identifying such new proposed name, identity, corporate structure, principal place of business, chief executive office, registered office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Agent may reasonably request and (y) taken all actions necessary and advisable to maintain the continuous validity, perfection and the same priority of the Agent’s security interest thereinin the Collateral intended to be granted and agreed to hereby; (c) it shall not take or permit any action which could impair the Agent’s rights in the Collateral, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly other than to the Administrative Agent and extent not prohibited under the Credit Agreement; (Bd) enforceit shall not sell, at transfer or assign (by operation of law or otherwise) any Collateral, other than to the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise extent not prohibited under the amount or payment thereof, Credit Agreement; (e) in the same manner event it acquires rights in any Collateral after the date hereof, it is understood and agreed that the security interest of the Agent shall attach to all Collateral immediately upon Pledgor’s acquisition of rights therein; (f) [reserved]; (g) except as otherwise permitted by the same extent as such Grantor would be able Credit Agreement (without the prior written consent of the Agent), Pledgor will not terminate or agree to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with terminate any of its other funds Organization Documents or property but make any amendment or modification to any of its Organization Documents which may have a Material Adverse Effect; (h) it shall be held separate and apart therefrom, shall be held comply with all of its obligations under or in trust for the benefit respect of the Administrative Agent hereunder Collateral and shall be forthwith delivered to the Administrative Agent in the same form as so received (enforce all of its rights with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating respect to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.Collateral; and

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i1) It such Grantor shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (2) such Grantor shall perform in all material respects all of its obligations with respect to the Receivables; (3) such Grantor shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be expected to have a Material Adverse Effect. Other than in the ordinary course of business as generally conducted by such Grantor on and prior to the date hereof, and except as otherwise provided in subsection (5) below, following an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable in an amount in excess of One Hundred Thousand Dollars ($100,000) for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; (4) at the reasonable request of the Collateral Agent, such Grantor shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Collateral Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent as provided herein), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein.; (ii5) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except except as otherwise provided in this Sectionsubsection, it such Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable, any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, such Grantor shall take such action as it such Grantor or the Administrative Collateral Agent may reasonably deem necessarynecessary or advisable. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Collateral Agent may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (2) notify, or require any Grantor to 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 Collateral Agent; and (B3) and subject to Section 8 below, enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, into an account maintained under the sole dominion and control of its the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (iv6) It such Grantor shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It shall ▇▇▇▇ conspicuouslyin addition to any rights under the Section of this Agreement relating to Receivables, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned Agent may at any time notify, or held by it or require any Grantor to so notify, the counterparty on its behalf (other than any delivered to Material Contract of the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such ReceivableCollateral Agent therein. In addition, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon after the occurrence and during the continuance of an Event of Default, subject to the terms of the Credit Agreement, the Collateral Agent may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty to make all payments under the Material Contracts directly to the Collateral Agent; (ii) it shall perform in all material respects all of its obligations with respect to the Material Contracts; (iii) it shall promptly and diligently exercise each material right to enforce collection (except the right of termination) it may have under any Material Contract, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as it such Grantor or the Administrative Collateral Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon.; (iv) It it shall use its best commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.Material Contract; (v) During the continuance of a Default, at upon the request of the Administrative Collateral Agent, each Grantor shall, within thirty (30) days of the date hereof with respect to any Non-Assignable Contract in effect on the date hereof and within thirty (30) days after entering into any Non-Assignable Contract after the Closing Date, request in writing the consent of the counterparty or counterparties to the Non-Assignable Contract pursuant to the terms of such Non-Assignable Contract or applicable law to the assignment or granting of a security interest in such Non-Assignable Contract to Secured Party and use its commercially reasonable efforts to obtain such consent; and (vi) it shall direct each Account Debtor hereafter use commercially reasonable efforts so as not to make payment on each Receivable permit the inclusion in any Material Contract to which it hereafter becomes a Blocked Account party of any provision that could materially impair or prevent the creation of a security interest in, or the Concentration Accountassignment of, such Grantor’s rights and interests in such Material Contract.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall ▇▇▇▇ conspicuouslynot amend, in form and manner reasonably satisfactory to the Administrative Agentmodify, all Chattel Paper, Instruments and other evidence terminate or waive any provision of any Receivables included Receivable in any manner that could reasonably be expected to have a Material Adverse Effect. Other than in the Collateral owned or held by it or on its behalf (other than any delivered to ordinary course of business, during the Administrative Agent as provided herein)continuance of an Event of Default, as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent such Grantor shall not be unreasonably withheld), (A) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (B) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (C) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (D) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; and (iiiii) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue use its commercially reasonable efforts to collect all amounts due or to become due to it such Grantor under all such Receivables any Receivable and any Supporting Obligations or Collateral Support relating thereto, and diligently to exercise each material right it may have thereunderunder any Receivable, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon . If so required by the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Collateral Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notifyDefault, or require any payments of Receivables received by any Grantor shall be forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to notifythe Collateral Agent if required, in a Securities Account or Deposit Account maintained under the control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Administrative Agent’s security interest therein, Collateral Agent hereunder and in addition, at any time during the continuation shall be segregated from other funds of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to Grantor shall not adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect of any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, partly any Account Debtor or obligor thereof; or allow any credit or discount whatsoever thereon. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants It is further agreed as follows: Section 6.1. Conduct of Business by R&B and agrees thatFDC. From and after the date hereof and prior to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the "Termination Date"), and except as may be agreed in writing by the other parties hereto or as may be permitted pursuant to this Agreement: (a) R&B: (i) It shall, and shall ▇▇▇▇ conspicuouslycause each of its Subsidiaries to, conduct its operations according to their ordinary and usual course of business in form and substantially the same manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein.heretofore conducted; (ii) It will shall use its reasonable best efforts, and cause each of its Subsidiaries to use its reasonable best efforts, to preserve intact its business organizations and goodwill (except that any of its Subsidiaries may be merged with or into, or be consolidated with any of its other Subsidiaries or may be liquidated into R&B or any of its Subsidiaries), keep available the services of its current officers and other key employees and preserve its relationships with those persons having business dealings with R&B and its Subsidiaries; (iii) shall confer at such times as FDC may reasonably request with one or more representatives of FDC to report material operational matters and the general status of ongoing operations (to the extent FDC reasonably requires such information); (iv) shall notify FDC of any emergency or other change in the normal course of its or its Subsidiaries, respective businesses or in the operation of its or its Subsidiaries, respective properties and of any complaints or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority if such emergency, change, complaint, investigation or hearing would have a Material Adverse Effect on R&B; (v) shall not, without the Administrative Agent’s prior written consent (which consent and shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made (except in the ordinary course of business and consistent with past practice) permit any of its current practices Subsidiaries that is not wholly owned to, authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock (other than Arcade Drilling AS ("Arcade") in accordance with such practices reasonably believed and to the extent permitted by such Grantor the Facility Agreement, dated as of February 21, 1991, as amended to be prudent.date, between Arcade, Chase Investment Bank Limited, The Chase Manhattan Bank, N.A., and the other parties thereto); (iiivi) Except shall not, and shall not permit any of its Subsidiaries to, except (i) in the ordinary course of business consistent with past practice or (ii) as otherwise provided in this SectionAgreement, it enter into or amend any employment, severance or similar agreements or arrangements with any of their respective directors or executive officers or enter into, adopt or amend any bonus, deferred compensation, stock purchase, stock option, pension, retirement or other employee benefit plan, program, agreement or arrangement ("Plan") other than with respect to the previously authorized grants of options under the Devco Plan; (vii) shall continue not, and shall not permit any of its Subsidiaries to, authorize, propose or announce an intention to collect all amounts due authorize or to become due to it under all such Receivables propose, or enter into an agreement with respect to, any merger, consolidation or business combination (other than the R&B Merger and any Supporting Obligations mergers, consolidations or Collateral Support relating theretobusiness combinations with R&B's Subsidiaries entered into in the ordinary course of business consistent with past practice), and diligently exercise each any acquisition of a material right it may have thereunderamount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case at not in the ordinary course of business; (viii) shall not propose or adopt any amendments to its own cost and expensecorporate charter or by-laws; (ix) shall not, and shall not permit any of its Significant Subsidiaries to, issue or authorize the issuance of, or agree to issue or sell any shares of their capital stock of any class (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise), except as specifically set forth in Section 4.2 and the R&B Disclosure Schedule relating thereto and except with respect to the previously authorized grants of options under the Devco Plan; (x) shall not, and shall not permit any of its Subsidiaries to, except in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date hereof, purchase or redeem any shares of its stock (other than R&B Class A Stock) or any rights, warrants or options to acquire any such collections shares; (xi) shall not, and exercise, it shall, upon the occurrence and during the continuance shall not permit any of an Event of Defaultits Subsidiaries to, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notifyactions which would, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If reasonably likely to, prevent accounting for the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support Mergers in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any pooling of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for interests method of accounting under the benefit requirements of Opinion No. 16 "Business Combinations" of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension Accounting Principles Board of the time American Institute of payment thereofCertified Public Accountants, compromise, compound or settle as amended by applicable pronouncements by the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon. Financial Accounting Standards Board (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account."APB No. 16");

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered Inventory in transit or sold to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made customers in the ordinary course of business business, it shall keep the Inventory and consistent any Documents evidencing Inventory in the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless, with its current practices respect to any location at which Inventory having a value in excess of $500,000 is located, it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent an Officer’s Certificate, and a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least fifteen (15) days prior to any change in locations, identifying such change in the location of and the new location of such Collateral, and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in accordance with such practices reasonably believed by such Grantor the Collateral intended to be prudent.granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Inventory; (ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in a similar business, and in any event in conformity with GAAP; (iii) Except as otherwise provided in this Section, it shall continue not deliver any Document evidencing any Inventory to collect all amounts due any Person other than the issuer of such Document (or to become due a shipper or freight forwarder acting on such Grantor’s behalf in the ordinary course of business) to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon claim the occurrence and during the continuance of an Event of Default, take such action as it goods evidenced therefor or the Administrative Collateral Agent; and (iv) if any Inventory having a value in excess of $500,000 in the aggregate is in possession or control of any third party (other than Inventory in transit and customers purchasing inventory in the ordinary course of business), each Grantor shall join with the Collateral Agent may reasonably deem necessary. Notwithstanding in notifying the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support third party of the Administrative Collateral Agent’s security interest therein, and in addition, at any time during obtaining an acknowledgment from the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor third party that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with is holding the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust Inventory for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereonCollateral Agent. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall ▇keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (ii) it shall m▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Collateral Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent as provided herein), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein.; (iiiii) It will not, without it shall perform in all material respects all of its obligations with respect to the Administrative Agent’s prior written consent Receivables; (which consent iv) it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be unreasonably withheld)expected to have a material adverse effect on the value of such Receivable as Collateral. Other than in the ordinary course of business as generally conducted by it on and prior to the date hereof, and except as otherwise provided in subsection (v) below, following an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iiiv) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, such Grantor shall take such action as it such Grantor or the Administrative Collateral Agent may reasonably deem necessarynecessary or advisable. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Collateral Agent may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (2) notify, or require any Grantor to 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 Collateral Agent; and (B3) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Collateral Account maintained under the sole dominion and control of its the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (ivvi) It it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby 4.1 Given by Isracann – Isracann covenants and agrees thatwith the Issuer that it will: (a) permit representatives of the Issuer, at their own cost, reasonable access during normal business hours to Isracann’s Documents including, without limitation, all of the assets, contracts, financial records and minute books of Isracann, so as to permit the Issuer to make such investigation of Isracann as the Issuer deems reasonably necessary; (b) assist in the completion of any steps required in any other jurisdictions where Isracann holds assets, which the Issuer may deem reasonably necessary to complete the Transaction; (c) provide to the Issuer all such further documents, instruments and materials and do all such acts and things as may be reasonably required by the Issuer to seek the Regulatory Approval, including, without limiting the foregoing, all relevant information concerning it and its business, assets, operations and financial statements for inclusion in any public disclosure document to be prepared by the Issuer in connection with the Transaction; (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, assets and undertaking of Isracann, carry on the Business of Isracann in the ordinary course in a reasonable and prudent manner consistent with past practice; (e) use its commercially reasonable efforts to obtain all required third party consents, Permits, approvals, authorizations, filings, assignments or waivers and amendments or terminations to any instrument or agreement and take such other measures as may be necessary to fulfil its obligations hereunder and to carry out the transactions contemplated by this Agreement, including obtaining any shareholder approvals, consents or agreements as may be required under applicable corporate laws, securities laws, the rules and policies of the Exchange and the constating documents of Isracann to be able to fulfill its obligations hereunder and in connection with the delivery of all of the Isracann Shares on Closing; (f) co-operate with the Issuer, in the Issuer’s efforts and at the Issuer’s expense, to obtain the Regulatory Approval with respect to: (i) It shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein.Transaction; (ii) It will notthe Convertible Loan, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.if applicable; and (iii) Except such other documents as otherwise provided the Issuer may reasonably request in order to obtain the Regulatory Approval; (g) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out Section 7.1 and 7.2 so as to close the Transaction and all related transactions by the Closing Date; (h) from and including the Effective Date through to and including the Time of Closing, except as set out in this SectionAgreement, it shall continue not enter into any agreement or understanding with any other party to collect all amounts issue any securities of Isracann without the prior written consent of the Issuer, such consent not to be unreasonably withheld, other than the issuance of Isracann Shares on due exercise of Isracann Warrants, Isracann Options or (if applicable) Isracann PP Warrants; (i) from and including the Effective Date through to become due to it under all such Receivables and any Supporting Obligations including the Time of Closing, not directly or Collateral Support relating theretoindirectly, and diligently exercise each material right it may have thereundersolicit, in each case at its own cost and expenseinitiate, and in connection with such collections and exerciseassist, it shallfacilitate, upon promote or knowingly encourage the occurrence and during the continuance initiation of an Event of Defaultproposals or offers from, take such action as it entertain or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notifyenter into negotiations with, any Account Debtor Person (other than the Issuer), with respect to any such Receivableamalgamation, Supporting Obligation merger, consolidation, arrangement, restructuring, sale of any material assets or Collateral Support part thereof of Isracann; (j) take all necessary corporate action to approve and will complete the Isracann Name Change before the Closing Date; (k) make other necessary filings and applications under applicable, foreign, federal and provincial laws and regulations required on the part of it in connection with the transactions contemplated herein; (l) use its commercially reasonable efforts to conduct its affairs so that all of the Administrative Agent’s security interest thereinrepresentations and warranties of it contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly except to the Administrative Agent extent that such representations and (B) enforce, at the cost and expense of such Grantor, collection thereof and warranties require modification to adjust, settle or compromise the amount or payment thereof, in the same manner and give effect to the same extent as such Grantor would be able transactions contemplated herein; (m) notify the Issuer immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and (n) from and including the Effective Date through to have done. If and including the Administrative Agent notifies such Grantor Time of Closing, ensure that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support complies in accordance all material respects with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any foregoing covenants of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereonthis Agreement. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each The Grantor hereby covenants and agrees that: (i) It At the reasonable request of the Collateral Agent, it shall ▇m▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Collateral Agent, all Chattel Paper, Instruments (other than checks received in the ordinary course of business) and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent as provided hereinherein and other than purchase orders sent to customers), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein. (ii) It will not, without the Administrative Collateral Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its then current practices or and in accordance with such practices reasonably believed by such the Grantor to be prudent. (iii) Except as otherwise provided in this SectionSection and unless otherwise determined by the Grantor in accordance with its good faith business judgment, it shall continue to use its best efforts to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Collateral Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after upon the occurrence and during the continuance of an Event of Default to notify, or require such the Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Collateral Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such the Grantor thereunder directly to the Administrative Collateral Agent and (B) enforce, at the cost and expense of such the Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such the Grantor would be able to have done. If the Administrative Collateral Agent notifies such the Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such the Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Collateral Agent in the same form as so received (with any necessary indorsementendorsement), and such the Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon. (iv) It shall use its reasonable best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor The Company hereby covenants and agrees that: (i) It it shall keep and maintain at its own cost and expense records (which shall be accurate and complete in all material respects) of the Accounts, including, but not limited to, the originals of all documentation with respect to all Accounts and records of all payments received and all credits granted on the Accounts, all merchandise returned and all other dealings therewith; (ii) it shall perform in all material respects all of its obligations with respect to the Accounts; (iii) The Company shall use its best efforts, subject to reasonable business practices, to collect from its account debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account; provided that the Company shall not (x) other than as expressly permitted by Section 5.2(b)(v), compromise or settle any dispute, claim or legal proceeding with respect to any Account for less than the total unpaid balance thereof or (y) other than as expressly permitted by Section 5.2(b)(v), allow any credit or discount on any Account; and provided further that if an Event of Default shall have occurred and be continuing, the Company shall not (x) grant any extension or renewal of the time of payment of any Account or (y) release, wholly or partially, any Person liable for the payment of any Account. (iv) it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf Accounts (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, Accounts Records with an appropriate reference to the fact that the Administrative Agent has a security interest therein.; (iiv) It will notwith respect to Accounts: (A) it shall not re-date any invoice, without claim form or sale relating to any Account; (B) if it becomes aware of any matter that is reasonably likely to materially adversely affect any individual Account with an outstanding balance of $500,000 or more, including information regarding the relevant account debtor's credit worthiness, the Company shall promptly so advise the Administrative Agent’s prior ; (C) it shall not accept any note, warrant or other instrument (except a check or other instrument for the immediate payment of money) with respect to any Account without the written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment Administrative Agent (it being understood that if the Administrative Agent consents to the acceptance of any such Receivablenote, compromisewarrant or other instrument, compound or settle it shall be considered as evidence of the same for less than the full amount Account and not payment thereof, releaseand the Company shall promptly deliver such note, wholly warrant or partlyinstrument to the Administrative Agent, any Supporting Obligation or Collateral Support relating appropriately endorsed and regardless of the form of presentment, demand, notice of dishonor, protest, and notice of protest with respect thereto, the account debtor shall remain liable thereon until such note, warrant or allow any credit or discount whatsoever thereon, instrument is paid in full); (D) it shall notify the Administrative Agent promptly of all disputes and claims (other than extensions, credits, discounts, releases, compromises as to discounts required by contract or settlements granted or agreement made in the ordinary course of business and consistent corrections of billing errors in the ordinary course of business) with any account debtor, involving in excess of $250,000 for any single dispute or claim and in excess of $500,000 for all such disputes and claims, whether any such account debtor is acting in its current practices capacity as an account debtor or in accordance with such practices reasonably believed by such Grantor to be prudent. its individual capacity; (iiiE) Except as otherwise provided in this Section, it shall continue to collect all amounts due not grant any discount, credit or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor allowance with respect to any such Receivable, Supporting Obligation or Collateral Support Account to any account debtor without the consent of the Administrative Agent’s security interest therein, except for: (i) discounts or rebates required by contract or agreement made in the ordinary course of business and corrections of billing errors in additionthe ordinary course of business; and (ii) any other discount which does not exceed $150,000, at provided that the aggregate amount of discounts permitted pursuant to this clause (ii) during any time during calendar year with respect to any single account debtor shall not exceed $500,000; (F) if an account debtor returns any Inventory to the continuation of an Company when no Event of DefaultDefault exists, then the Administrative Agent may: (A) direct Company shall promptly determine the reason for such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly return and shall issue a credit memorandum to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, account debtor in the same manner and to appropriate amount; provided that the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor Company shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered immediately report to the Administrative Agent in the same form as so received event that the aggregate amount of such returns exceed $700,000 during any year with respect to any single account debtor (with which report shall indicate the reasons for the returns and the locations and condition of the returned Inventory); and (G) if an account debtor returns any necessary indorsement), Inventory to the Company when an Event of Default exists and such Grantor shall not grant any extension Inventory is returned in a condition that makes it unfit for resale in the ordinary course of business, the Company shall: (i) hold such returned Inventory in trust for the Administrative Agent; (ii) segregate all such returned Inventory from all of its other property; (iii) dispose of such returned Inventory solely according to the written instructions of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon. Administrative Agent; and (iv) It not issue any credits or allowances with respect thereto without the prior written consent of the Majority Lenders. All returned Inventory shall remain subject to the Administrative Agent's security interest. Whenever any Inventory is returned for which a Account had been created, such Account shall be credited to the extent of such returned Inventory, with the credit reported in the Weekly Collateral Certificate; and (vi) it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees with respect to itself that: (i) It it shall keep and maintain at its own cost and expense records of its Receivables consistent with its past practice; (ii) at the request of the Collateral Agent after the occurrence and during the continuation of an Event of Default, it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Collateral Agent, all of its Chattel Paper, Paper and Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent as provided hereinherein and Instruments deposited in a Deposit Account for collection in the ordinary course of business), as well as the related its Receivables Records, Records with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein.; (iiiii) It will notit shall perform in all material respects all of its obligations with respect to the Receivables in accordance with its normal business practice; (iv) other than in the ordinary course of business as generally conducted by it on and prior to the date hereof, without and except as otherwise provided in subsection (v) below, following the Administrative Agent’s prior written consent (which consent occurrence and during the continuation of an Event of Default, such Grantor shall not be unreasonably withheld), (w) grant any extension or renewal of the time of payment of any such Receivableof its Receivables, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any of its Receivables for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iiiv) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue to collect in accordance with its past business practice, all amounts due or to become due to it such Grantor under all such its Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise in accordance with its past business practice each material right it may have thereunderunder any of its Receivable, or any Supporting Obligation or Collateral Support therefor, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, such Grantor shall take such action as it such Grantor may deem necessary or the Administrative Agent may reasonably deem necessaryadvisable. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.Collateral

Covenants and Agreements. Each Grantor hereby covenants and agrees that:agrees (i) It it shall ▇▇▇▇ conspicuouslykeep and maintain at its own cost and expense materially complete records of the Receivables, in form and manner reasonably satisfactory to the Administrative AgentGrantee, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all Chattel Paper, Instruments merchandise returned and all other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein.dealings therewith; (ii) It will the Grantor shall promptly deliver to the Grantee upon its request a complete and correct copy of each standard form of document or other document under which a Receivable may arise. (iii) it shall not amend, modify, terminate or waive any provision of any Receivable constituting Collateral in any manner which could reasonably be expected to have a Material Adverse Effect on the value of the Collateral, taken as a whole. Other than in the ordinary course of business as generally conducted by it on and prior to the date hereof, and except as otherwise provided in subsection (v) below, following the occurrence and during the continuation of an Event of Default, the Grantor shall not, without the Administrative Agent’s prior written consent approval of the Grantee: (which consent shall not be unreasonably withheld), a) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (b) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (c) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (d) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iiiiv) Except except as otherwise provided in this Sectionsubsection, it the Grantor shall continue to collect all amounts due or to become due to it the Grantor under all such Receivables and any Receivable or any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable, any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, Grantor shall take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoingGrantor or, the Administrative Agent shall have the right at any time after following the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent mayGrantee may deem necessary or advisable. Notwithstanding the foregoing, the Grantee shall have the right at any time, following the occurrence and during the continuation of an Event of Default, to notify, or require the Grantor to notify, any Account Debtor of the Grantee’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, the Grantee shall have the right to: (Aa) direct such the Account Debtor under any Receivables to make payment of all amounts due or to become due to such the Grantor thereunder directly to the Administrative Agent Grantee, (b) notify, or require the Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtor 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 Grantee, and (Bc) enforce, at the cost and expense enforce collection of any such Grantor, collection thereof Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such the Grantor would be able to might have done. If the Administrative Agent Grantee notifies such the Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such the Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by the Grantor in the exact form received, duly indorsed by the Grantor to the Grantee if required, into an account to be designated by the Grantee in writing to the Grantor, and until so turned over, all amounts and proceeds (including checks and other instruments) received by the Grantor in respect of its other funds the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon.Grantee hereunder; and (ivv) It it shall use its commercially reasonable efforts (or, following the occurrence and during the continuation of an Event of Default if directed by the Grantee, its commercially reasonable best efforts efforts) to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until the payment in full of all Secured Obligations: (i) It it shall ▇▇▇▇ conspicuouslykeep and maintain at its own cost and expense satisfactory and complete records of the Receivables in its reasonable business judgment and consistent with its past practice including, in form but not limited to, the originals of all documentation with respect to all such Receivables and manner reasonably satisfactory to the Administrative Agentrecords of all payments received and all credits granted on such Receivables, all Chattel Paper, Instruments merchandise returned and all other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein.dealings therewith; (ii) It will not, without the Administrative Agent’s prior written consent (which consent it shall not amend, modify, terminate or waive any provision of any Receivable in any manner that could reasonably be unreasonably withheld)expected to have a Material Adverse Effect. Other than in the ordinary course of business as generally conducted by it and, except as otherwise provided in subsection (iii) below, during the continuance of an Event of Default, such Grantor shall not (A) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (B) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (C) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (D) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; ­NY12534:167338.25 (iii) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable, any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon such Grantor shall take such action as such Grantor or after the occurrence and during the continuance of an Event of Default, take such action as it the Collateral Agent, may deem necessary or the Administrative Agent may reasonably deem necessaryadvisable. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time during following delivery by the continuation Administrative Agent to Borrower of notice of an Event of Default, the Administrative Collateral Agent may: may (A) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (B) notify, or require any Grantor to 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 Collateral Agent; and (BC) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with promptly deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Securities Account or Deposit Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any of its other funds Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (iv) It it shall use its best commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It At the reasonable request of the Collateral Agent, it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Collateral Agent, all Chattel Paper, Instruments (other than checks received in the ordinary course of business) and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent as provided hereinherein and other than purchase orders sent to customers), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein. (ii) It Except with respect to any Receivable pledged to the QRF Lender, it will not, without the Administrative Collateral Agent’s 's prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its then current practices or and in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this SectionSection and unless otherwise determined by such Grantor in accordance with its good faith business judgment, it shall continue to use its best efforts to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, except with respect to any Receivable pledged to the QRF Lender, take such action as it or the Administrative Collateral Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after upon the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral Agent’s 's security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Collateral Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Collateral Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Collateral Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Collateral Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon. For the avoidance of doubt, the parties agree that the foregoing second and third sentences of this Section 3.3(b)(iii) shall not apply to or be of any force or effect in respect of any Receivable which has been pledged to the QRF Lender. (iv) It shall use its reasonable best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a an Event of Default, at the request of the Administrative Collateral Agent, it shall direct each Account Debtor to make payment on each Receivable, other than any Receivable which has been pledged to the QRF Lender, to a Blocked Account or the Concentration Control Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until the payment in full of all Secured Obligations: (i) It it shall ▇▇▇▇ conspicuouslykeep and maintain at its own cost and expense satisfactory and complete records of the Receivables in its reasonable business judgment and consistent with its past practice including, in form but not limited to, the originals of all documentation with respect to all such Receivables and manner reasonably satisfactory to the Administrative Agentrecords of all payments received and all credits granted on such Receivables, all Chattel Paper, Instruments merchandise returned and all other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein.dealings therewith; (ii) It will not, without the Administrative Agent’s prior written consent (which consent it shall not amend, modify, terminate or waive any provision of any Receivable in any manner that could reasonably be unreasonably withheld)expected to have a Material Adverse Effect. Other than in the ordinary course of business as generally conducted by it and, except as otherwise provided in subsection (iii) below, during the continuance of an Event of Default, such Grantor shall not (A) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (B) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (C) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (D) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iii) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable, any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon such Grantor shall take such action as such Grantor or after the occurrence and during the continuance of an Event of Default, take such action as the Collateral Agent (acting pursuant to the direction it receives under the Indenture), may deem necessary or the Administrative Agent may reasonably deem necessaryadvisable. Notwithstanding the foregoing, subject to the Administrative Intercreditor Agreement (if applicable), the Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time during following delivery by the continuation Trustee to the Company of notice of an Event of Default, the Administrative Collateral Agent may: , subject to the Intercreditor Agreement (if applicable) (A) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (B) notify, or require any Grantor to 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 Collateral Agent; and (BC) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with promptly deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Securities Account or Deposit Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any of its other funds Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (iv) It it shall use its best commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It except for the security interests granted hereunder, it shall ▇▇▇▇ conspicuouslynot create or suffer to exist any Lien upon or with respect to any of the Collateral, in form except Permitted Liens, and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in it shall defend the Collateral owned or held by it or on its behalf (other than against all Persons at any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security time claiming any interest therein.; (ii) It will not, without the Administrative Agent’s prior written consent (which consent it shall not produce, use or permit any Collateral to be unreasonably withheld), grant used in any extension of the time of payment material respect unlawfully or in material violation of any such Receivableprovision of any applicable statute, compromise, compound regulation or settle ordinance or any policy of insurance covering the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.Collateral; (iii) Except as otherwise provided in this Section, it shall continue not change such Grantor's name, identity, corporate structure or jurisdiction of organization unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to collect the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all amounts due or Supplements to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating Schedules thereto, at least thirty days prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, jurisdiction of organization and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and providing such other information in connection with such collections and exercise, it shall, upon therewith as the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Collateral Agent may reasonably deem necessary. Notwithstanding request and (b) taken all actions necessary or advisable to maintain the foregoingcontinuous validity, perfection and the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support same priority of the Administrative Collateral Agent’s 's security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and Collateral intended to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon.granted hereby; (iv) It it shall use its best efforts pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to keep the extent the validity thereof is being contested in full force good faith and effect by appropriate proceedings diligently conducted; provided, such Grantor shall in any Supporting Obligation event pay such taxes, assessments, charges, levies or claims not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral Support relating as a result of the failure to any Receivable.make such payment; (v) During the continuance upon such Grantor or any officer of a Default, at the request of the Administrative Agentsuch Grantor obtaining knowledge thereof, it shall direct each Account Debtor promptly notify the Collateral Agent in writing of any event that may materially and adversely affect the value of the Collateral, the ability of the Collateral Agent to make payment on each Receivable to a Blocked Account dispose of the Collateral or any portion thereof, or the Concentration Accountrights and remedies of the Collateral Agent in relation thereto, including, without limitation, the levy of any legal process against the Collateral or any portion thereof; (vi) it shall not take or permit any action which could impair the Collateral Agent's rights in the Collateral; and (vii) it shall not sell, transfer or assign (by operation of law or otherwise) any Collateral except as permitted under the 2003 Credit Agreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (ii) it shall perform in all material respects all of its obligations with respect to the Receivables; (iii) it shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) release, wholly or partially, any Person liable for the payment of any Receivable, (y) other than as expressly permitted by Section 4.3(b)(v), compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, or (z) other than as expressly permitted by Section 4.3(b)(v), allow any credit or discount on any Receivable; (iv) it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Agent has a security interest therein.; (iiv) It will notwith respect to Accounts: (A) it shall not re-date any invoice, claim form or sale relating to any Account; (B) if it becomes aware of any matter that is reasonably likely to materially adversely affect any Material Account Debtor, including information regarding such Material Account Debtor's creditworthiness, such Grantor shall promptly so advise the Agent; (C) it shall not accept any note, warrant or other instrument (except a check or other instrument for the immediate payment of money) with respect to any Account without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment Agent (it being understood that if the Agent consents to the acceptance of any such Receivablenote, compromisewarrant or other instrument, compound or settle it shall be considered Exhibit E-14 as evidence of the same for less than the full amount Account and not payment thereof, releaseand such Grantor shall promptly deliver such note, wholly warrant or partlyinstrument to the Agent appropriately endorsed and regardless of the form of presentment, any Supporting Obligation or Collateral Support relating demand, notice of dishonor, protest, and notice of protest with respect thereto, the Grantors shall remain liable thereon until such note, warrant or allow any credit or discount whatsoever thereon, instrument is paid in full); (D) it shall notify the Agent promptly of all disputes and claims (other than extensions, credits, discounts, releases, compromises as to discounts required by contract or settlements granted or agreement made in the ordinary course of business and consistent corrections of billing errors in the ordinary course of business) with any Account Debtor, involving in excess of fifty thousand dollars ($50,000) for any single dispute or claim and in excess of one hundred thousand dollars ($100,000) for all such disputes and claims, whether any such Account Debtor is acting in its current practices capacity as an Account Debtor or in accordance its individual capacity; (E) it shall not grant any discount, credit or allowance with such practices reasonably believed respect to any Account to any Account Debtor without the consent of the Agent, except for: (i) discounts required by contract or agreement made in the ordinary course of business and corrections of billing errors in the ordinary course of business; and (ii) any other discount which does not exceed fifty thousand dollars ($50,000), provided that the aggregate amount of discounts permitted pursuant to this clause (ii) during any calendar year with respect to any single Account Debtor shall not exceed one hundred thousand dollars ($100,000); (F) if an Account Debtor returns any inventory to such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an when no Event of DefaultDefault exists, take then such action as it or Grantor shall promptly determine the Administrative reason for such return and shall issue a credit memorandum to the Account Debtor in the appropriate amount; provided that such Grantor shall immediately report to the Agent may reasonably deem necessary. Notwithstanding in the foregoing, event that the Administrative Agent aggregate amount of such returns exceed one hundred thousand dollars ($100,000) during any year with respect to any single Account Debtor (which report shall have indicate the right at reasons for the returns and the locations and condition of the returned inventory; and (G) if an Account Debtor returns any time after the occurrence and during the continuance of inventory to such Grantor when an Event of Default to notifyexists and such inventory is returned in a condition that makes it unfit for resale in the ordinary course of business, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent mayshall: (Ai) direct hold such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held returned inventory in trust for the benefit Agent; (ii) segregate all such returned inventory from all of its other Property; (iii) dispose of such returned inventory solely according to the written instructions of the Administrative Agent hereunder Agent; and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon. (iv) It not issue any credits or allowances with respect thereto without the prior written consent of the Required Lenders. All returned inventory shall remain subject to the Agent's security interest. Whenever any inventory is returned for which an Account had been created, such Account shall be credited to the extent of such returned Inventory, with the credit reported in the Weekly Collateral Certificate; and (vi) it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each The Grantor hereby covenants and agrees that: (i1) It it shall ▇keep and maintain at its own cost and expense satisfactory and complete records of the Receivables in accordance with GAAP; (2) it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be expected to have a Material Adverse Effect. Other than in the ordinary course of business, and except as otherwise provided in subsection (4) below, following an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; (3) it shall m▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative AgentCollateral Trustee, all Chattel Paper, Paper and Instruments and (other evidence than items to be deposited for collection) representing debt with a Fair Market Value of any Receivables included in the Collateral owned or held by it or on its behalf $100,000 (other than any delivered to the Administrative Agent Collateral Trustee as provided herein); (4) except as otherwise provided in this subsection, as well as each Grantor shall continue to collect all material amounts due (subject to paragraph 2 above) or to become due to such Grantor under the related Receivables Records, with an appropriate reference and any Supporting Obligation and diligently exercise each material right (except to the fact that the Administrative Agent has extent such failure would not reasonably be expected to cause a security interest therein. (iiMaterial Adverse Effect) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant it may have under any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunderSupport, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon . At any time following the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of DefaultDefault and the Collateral Trustee notifies the Grantors as provided in the Indenture, the Administrative Agent Collateral Trustee may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Trustee; (2) notify, or require the Grantor to 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 Collateral Trustee; and (B3) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Agent Collateral Trustee notifies such the Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee if required, in an account maintained under the sole dominion and control of its the Collateral Trustee, and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Agent Collateral Trustee hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.; and

Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party that: (i) It it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (ii) it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Collateral Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent as provided set forth herein), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein.; (iiiii) It will not, without it shall perform in all material respects all of its obligations with respect to the Administrative Agent’s prior written consent Receivables; (which consent iv) it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be unreasonably withheld)expected to have a Material Adverse Effect on the value of such Receivable as Collateral. Other than in the ordinary course of business as generally conducted by it on and prior to the date hereof, and except as otherwise provided in subsection (v) below, following an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iiiv) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shallsuch Grantor shall take such WEIL:\96958198\8\71605.0155 action as such Grantor or, upon following the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, Collateral Agent may deem necessary or advisable. Notwithstanding the Administrative foregoing, at any time following the occurrence and during the continuation of an Event of Default, Collateral Agent may: (A1) at any time notify, or require any Grantor to notify, any Account Debtor of Collateral Agent’s security interest in the Receivables and any Supporting Obligation, (2) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (3) notify, or require any Grantor to 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 Collateral Agent; and (B4) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor into an account designated by Collateral Agent in the exact form received, duly indorsed by such Grantor to Collateral Agent if required, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of its other funds the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; (ivvi) It it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.; and (vvii) During in respect of any Receivables in excess of $100,000 individually or $250,000 in the continuance aggregate, the Account Debtor of a Default, at which is the request government of the Administrative AgentUnited States, it any agency or instrumentality thereof, any state or municipality or any foreign sovereign, the Grantors shall direct each Account Debtor give Collateral Agent written notice thereof and the applicable Grantor shall promptly execute and deliver any documentation and take any other action reasonably requested by Collateral Agent to make payment on each Receivable comply with the Assignment of Claims Act of 1940, as amended, 31 U.S.C. § 3727, 41 U.S.C. § 15, any applicable rules, regulations and interpretations issued pursuant thereto, and any amendments to a Blocked Account any of the foregoing, or the Concentration Accountany equivalent or similar state, municipal or foreign statute or law.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall keep and maintain at its own cost and expense accurate and complete records of the Receivables in all material respects; (ii) at the request of the Collateral Agent, it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Collateral Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative First Lien Agent pursuant to and in accordance with the terms of the Intercreditor Agreement, or after the Discharge of the First Lien Obligations (as defined in the Intercreditor Agreement) the Collateral Agent as provided herein), as well as the related Receivables Records, Records with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein.; (iiiii) It will not, without the Administrative Agent’s prior written consent (which consent it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which would reasonably be unreasonably withheld)expected to have a Material Adverse Effect on the value of such Receivable as Collateral. Other than in the ordinary course of business as generally conducted by it on and prior to the date hereof, and except as otherwise provided in subsection (v) below, following an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; and (iiiiv) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently in accordance with prudent business practices exercise each material right it may have thereunderunder any Receivable, any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after following the occurrence and during the continuance of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time during the continuation of an Event of Default, the Administrative Collateral Agent may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (2) notify, or require any Grantor to 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 Collateral Agent; and (B3) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with promptly deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any of its other funds Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It shall ▇▇▇▇ conspicuouslyin addition to any rights under Section 3.3, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to Default, notify, or require such any Grantor to so notify, the counterparty on any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support Material Contract of the Administrative Agent’s security interest of the Collateral Agent therein, and in . In addition, at any time after the occurrence and during the continuation continuance of an Event of Default, the Administrative Collateral Agent may: (A) direct such Account Debtor may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty to make payment of all amounts due or to become due to such Grantor thereunder payments under the Material Contracts directly to the Administrative Collateral Agent; (ii) each Grantor shall deliver promptly to the Collateral Agent a copy of each material demand, notice or document received by it relating in any way to any Material Contract; (iii) each Grantor shall deliver promptly to the Collateral Agent, and in any event within ten (B10) enforceBusiness Days, at after (1) any Material Contract of such Grantor is terminated or amended in a manner that is materially adverse to the cost and expense of Credit Parties, taken as a whole, or (2) any new Material Contract is entered into by such Grantor, collection thereof a written statement describing such event, with copies of such material amendments or new contracts, delivered to the Collateral Agent (to the extent such delivery is permitted by the terms of any such Material Contract, provided, no prohibition on delivery shall be effective if it were bargained for by such Grantor with the intent of avoiding compliance with this Section 3.5(b)(iii)), and an explanation of any actions being taken with respect thereto; (iv) it shall perform in all material respects all of its obligations with respect to adjust, settle or compromise the amount or payment thereof, Material Contracts; (v) except as otherwise in the same manner ordinary course of business as generally conducted by it on and prior to the same extent as such Grantor date hereof, it shall promptly and diligently exercise each material right (except any right of termination that would reasonably be able expected to result in a Material Adverse Effect) it may have done. If the Administrative Agent notifies such Grantor that it has elected to collect under any such ReceivableMaterial Contract, any Supporting Obligation or Collateral Support Support, in accordance each case, at its own expense, and in connection with the preceding sentencesuch collections and exercise, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form take such action as so received (with any necessary indorsement), and such Grantor shall not grant any extension of or the time of payment thereof, compromise, compound Collateral Agent may deem necessary or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon.advisable; (ivvi) It it shall use its best commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.Material Contract; and (vvii) During with respect to any Material Contract that prevents the continuance granting of a Defaultsecurity interest therein (either by its terms or by any federal or state statutory prohibition or otherwise) (any such agreement, at the request contract or license, a “Non-Assignable Contract”), each Grantor shall, within thirty (30) days of the Administrative Agentdate hereof with respect to any Non-Assignable Contract in effect on the date hereof and within thirty (30) days after entering into any Non-Assignable Contract after the Closing Date, it shall direct each Account Debtor request in writing the consent of the counterparty or counterparties to make payment on each Receivable the Non-Assignable Contract pursuant to a Blocked Account the terms of such Non-Assignable Contract or the Concentration Accountapplicable law and use its commercially reasonable efforts to obtain such consent as soon as practicable thereafter.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall ▇▇▇▇ conspicuouslykeep and maintain at its own cost and expense complete records of the Receivables as is customarily maintained under similar circumstances by Persons of established reputation engaged in a similar business, and in form any event in conformity with GAAP, including, but not limited to, the originals of all documentation with respect to all such Receivables and manner reasonably satisfactory to the Administrative Agentrecords of all payments received and all credits granted on such Receivables, all Chattel Paper, Instruments merchandise returned and all other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein.dealings therewith; (ii) It will not, without the Administrative Agent’s prior written consent (which consent it shall not be unreasonably withheld)amend, grant modify, terminate or waive any extension of the time of payment provision of any such Receivable, compromise, compound or settle the same for less Receivable in any manner that could reasonably be expected to have a Material Adverse Effect. Other than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Sectionbusiness, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; (iii) to the extent that any Grantor does grant any discounts, allowances or credits pursuant to clause (ii) above or otherwise that are not shown on the face of the invoice for the Receivable involved, such Grantor shall report in writing such discounts, allowances or credits, as the case may be to the Collateral Trustee, and if any amounts due and owing in excess of $100,000 are in dispute between any Grantor and any Account Debtor, or if any returns are made in excess of $100,000 with respect to any Receivables owing from an Account Debtor, such Grantor shall provide the Collateral Trustee with written notice thereof, explaining in detail the reason for the dispute or return, all claims related thereto and the amount in controversy; (iv) if a Receivable of any Grantor includes a charge for any taxes payable to any Governmental Authority, each Grantor authorizes the Collateral Trustee, in the Collateral Trustee’s sole discretion, to pay the amount thereof to the proper taxing authority for the account of such Grantor and to charge Grantor therefor under the Indenture; provided, however, that the Collateral Trustee shall not be liable for any taxes that may be due by Grantors; and, provided further, that the Collateral Trustee shall have no liability whatsoever for its failure to pay such amount; (v) whether or not a Default or an Event of Default exists, the Collateral Trustee shall have the right during reasonable business hours and (so long as no Default or Event of Default exists) no more often than quarterly, in the name of the Collateral Trustee, any designee of Agent or any Grantor to verify the validity, amount or any other matter relating to any Receivables of such Grantor by mail, telephone, telegraph or otherwise, and each Grantor shall cooperate fully with the Collateral Trustee in an effort to facilitate and promptly conclude any such verification process; (vi) except as otherwise provided in this subsection, each Grantor shall during the continuance of an Event of Default take such action as it such Grantor or the Administrative Agent Collateral Trustee may deem reasonably deem necessarynecessary to exercise all material rights it may have under Receivables. Notwithstanding the foregoing, the Administrative Agent Collateral Trustee shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative AgentCollateral Trustee’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Agent Collateral Trustee may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Trustee; (2) notify, or require any Grantor to 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 Collateral Trustee; and (B3) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Agent Collateral Trustee notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee if required, in the Collateral Account maintained under the sole dominion and control of its the Collateral Trustee, and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Agent Collateral Trustee hereunder and shall be forthwith delivered segregated from other funds of such Grantor and, subject to the Administrative Agent in the same form as so received paragraph (with any necessary indorsement)i) above, and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; (ivvii) It it shall use its best commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.; and (vviii) During to the continuance best of a Default, at the request of the Administrative Agentsuch Grantor’s knowledge, it shall direct each not create or accept any Account, Instrument, Chattel Paper or other obligation of any kind due from or owed by a Sanctioned Person or own any Chattel Paper in the form of a lease where the lessee thereunder is a Sanctioned Person, and shall promptly notify the Collateral Trustee in writing of any Account Debtor to make payment on each Receivable to Debtor’s status as a Blocked Account or the Concentration AccountSanctioned Person.

Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until the payment in full of the Secured Obligations: (i) It shall ▇▇▇▇ conspicuouslyduring the continuance of an Event of Default, in form and manner reasonably satisfactory addition to any rights under Section 3.03, the Collateral Agent may (acting at the written direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes), subject to the Administrative AgentIntercreditor Agreement (if applicable), all Chattel Paperat any time notify, Instruments and other evidence or require any Grantor to so notify, the counterparty on any Material Contract of any Receivables included in the security interest of the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein)therein. In addition, as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon after the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Collateral Agent may reasonably deem necessary. Notwithstanding (acting at the foregoingwritten direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes) upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the Administrative Agent shall have counterparty to make all payments under the right at any time Material Contracts directly to the Collateral Agent; (ii) after the occurrence and during the continuance of an Event of Default Default, each Grantor shall deliver promptly to notifythe Collateral Agent a copy of each material demand, notice or require such Grantor document received by it relating in any way to notify, any Account Debtor Material Contract; (iii) it shall perform in all material respects all of its obligations with respect to the Material Contracts except where failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) it shall in its reasonable business judgment and consistent with its past practice exercise each material right it may have under any such ReceivableMaterial Contract, any Supporting Obligation or Collateral Support of the Administrative Agent’s security interest thereinSupport, in each case, at its own expense, and in additionconnection with such collections and exercise, at any time such Grantor shall take such action as such Grantor or after the occurrence and during the continuation continuance of an Event of Default, the Administrative Collateral Agent may: (Aacting pursuant to written direction received under the Indenture) direct such Account Debtor to make payment of all amounts due may deem necessary or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon.advisable; (ivv) It it shall use its best efforts commercially reasonable business judgment in deciding whether or not to keep in full force and effect any Supporting Obligation or Collateral Support relating to any ReceivableMaterial Contract. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees thatas follows: (i) It Each Grantor agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities (A) in the case of any such Pledged Securities owned by such Grantor on the Closing Date, on the Closing Date, and (B) in the case of Pledged Securities acquired by such Grantor after the Closing Date, promptly and in any event within 14 days after the acquisition thereof by such Grantor (or such longer period agreed to by the Administrative Agent in its reasonable discretion). (A) Except with respect to intercompany Indebtedness evidenced by the Master Intercompany Note, if any Indebtedness for borrowed money in a principal amount in excess of $100,000 (individually) is owing to any Grantor and such Indebtedness is evidenced by a promissory note, such Grantor shall ▇▇▇▇ conspicuouslydeliver to the Administrative Agent such promissory note, together with undated instruments of transfer with respect thereto endorsed in blank and (B) with respect to intercompany Indebtedness, all Indebtedness of the Borrower and each of its Subsidiaries that is owing to any Grantor (or Person required to become a Grantor) shall be evidenced by the Master Intercompany Note, and the Administrative Agent shall have received such Master Intercompany Note duly executed by the Borrower, each such Subsidiary and each such other Grantor, together with undated instruments of transfer with respect thereto endorsed in blank; (iii) Upon delivery to the Administrative Agent, (A) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock or note powers duly executed in blank or other undated instruments of transfer satisfactory to the Administrative Agent and duly executed in blank and by such other instruments and documents as the Administrative Agent may reasonably request and (B) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities, which schedule shall be attached hereto as Part A, B or C, as applicable, of Schedule 3.4; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. (iv) Except for Excluded Accounts, no Grantor shall establish or maintain, or permit any other Grantor to establish or maintain, any Securities Account or Commodities Account that is not subject to the Control of the Administrative Agent. (v) Except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder. (vi) Each Grantor pledging Uncertificated Securities shall deliver to the Administrative Agent an agreement among the issuer thereof, the Administrative Agent and such Grantor, in form and manner reasonably substance satisfactory to the Administrative Agent, pursuant to which such issuer agrees to comply with any and all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held instructions originated by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, without further consent by such Grantor and not to comply with an appropriate reference to the fact instructions regarding such Uncertificated Securities originated by any other person other than a court of competent jurisdiction. The Administrative Agent agrees with each Grantor that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of give any such Receivableinstructions or directions to any such issuer unless an Event of Default has occurred and is continuing. In addition, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such each Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, hereby agrees that upon the occurrence and during the continuance of an Event of Default, take such action as it or will comply with written instructions of the Administrative Agent may reasonably deem necessary. Notwithstanding with respect to the foregoingEquity Interests in such Grantor that constitute Pledged Equity Interests hereunder without further consent by the applicable owner or holder of such Equity Interests. (vii) In the event (A) any Grantor or any Approved Intermediary shall, after the date hereof, terminate an agreement with respect to the maintenance of a Securities Account or Commodities Account for any reason, (B) the Administrative Agent shall have demand the right at any time after the occurrence and during the continuance termination of an Event of Default to notify, or require such Grantor to notify, any Account Debtor agreement with respect to any such Receivable, Supporting Obligation the maintenance of a Securities Account or Collateral Support a Commodities Account as a result of the Administrative Agent’s security interest thereinfailure of the applicable Approved Intermediary to comply with the terms of the applicable Control Agreement, and in addition, at any time during the continuation of an Event of Default, or (C) the Administrative Agent may: (A) direct such Account Debtor to make payment determines in its sole discretion that the financial condition of all amounts due or to become due to an Approved Intermediary has materially deteriorated, such Grantor thereunder directly agrees to promptly transfer the assets held in such Securities Account or Commodities Account, as applicable, to another Securities Account or Commodities Account, as applicable, acceptable to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and that is subject to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request Control of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall ▇▇▇▇ keep and maintain at its own cost and expense satisfactory and complete, in all material respects, records of the Receivables, including, but not limited to, records of all payments received and all credits granted on the Receivables; (ii) it shall mark conspicuously, in form and manner reasonably satisfactory satisfac▇▇▇▇ to the Administrative Collateral Agent, all Chattel Paper, Paper and Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein.; (iiiii) It will not, without it shall perform in all material respects all of its obligations with respect to the Administrative Agent’s prior written consent Receivables owned by such Grantor; (which consent iv) it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be unreasonably withheld), grant any extension expected to materially adversely affect the value of the time of payment of any such Receivable, compromise, compound or settle the same for less Receivables as Collateral. Other than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business as generally conducted by it on and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor prior to be prudent. (iii) Except the date hereof, and except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shallsubsection (v) below, upon the occurrence and during the continuance of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any Receivable owned by such Grantor, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable owned by such Grantor for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof or (z) allow any credit or discount thereon; (v) except as otherwise provided in this subsection, each Grantor shall continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable, any Supporting Obligation or Collateral Support, in each case, at its own expense and consistent with past practices, and in connection with such collections and exercise, such Grantor shall take such action as it such Grantor or the Administrative Collateral Agent may reasonably deem necessary. Notwithstanding the foregoingIn addition, the Administrative Agent shall have the right at any time after following the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Collateral Agent may: (A1) direct the Account Debtors under any Receivables owned by such Account Debtor Grantor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.;

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It shall ▇▇▇▇ conspicuouslymark in its books and records, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which which, so long as no Default has occurred and is continuing, consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Controlled Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until the payment in full of all Obligations (other than unmatured contingent obligations) and the expiration or termination of all Hedge Agreements: (i) It shall ▇▇▇▇ conspicuouslyin addition to any rights under the Section of this Agreement relating to Receivables, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned Agent may at any time notify, or held by it or require any Grantor to so notify, the counterparty on its behalf (other than any delivered to Material Contract of the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein. (ii) It will not, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such ReceivableCollateral Agent therein. In addition, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent. (iii) Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (subject to the First Lien Pledge and Security Agreement and the Intercreditor Agreement) upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty to make all payments under the Material Contracts directly to the Collateral Agent; (ii) each Grantor shall deliver promptly to the Collateral Agent a copy of each material demand, notice or document received by it relating in any way to any Material Contract; (iii) each Grantor shall deliver promptly to the Collateral Agent, and in any event within ten (10) Business Days, after (1) any Material Contract of such Grantor is terminated or amended in a manner that is materially adverse to such Grantor or (2) any new Material Contract is entered into by such Grantor, a written statement describing such event, with copies of such material amendments or new contracts, delivered to the Collateral Agent (to the extent such delivery is permitted by the terms of any such Material Contract, provided, no prohibition on delivery shall be effective if it were bargained for by such Grantor with the intent of avoiding compliance with this Section 4.5(b)(iii)), and an explanation of any actions being taken with respect thereto; (iv) it shall perform in all material respects all of its obligations with respect to the Material Contracts; (v) it shall promptly and diligently exercise each material right (except the right of termination) it may have under any Material Contract, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as it such Grantor or the Administrative Collateral Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, necessary or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon.advisable; (ivvi) It it shall use its reasonable best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.Material Contract; and (vvii) During each Grantor shall, within thirty (30) days after entering into any Non-Assignable Contract that is a Material Contract after the continuance Closing Date, request in writing the consent of the counterparty or counterparties to such Non-Assignable Contract pursuant to the terms of such Non-Assignable Contract or applicable law to the assignment or granting of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor security interest in such Non-Assignable Contract to make payment on each Receivable Secured Party and use its best efforts to a Blocked Account or the Concentration Accountobtain such consent as soon as practicable thereafter.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall ▇▇▇▇ conspicuously(x) notify the Term Collateral Agent in writing annually and at such other times as the Term Collateral Agent may reasonably request (but in no event, in form so long as no Event of Default has occurred and manner reasonably satisfactory is then continuing, more than two times per Fiscal Year) by executing and delivering to the Administrative AgentTerm Collateral Agent the annual collateral verification required by Section 5.1(p) of the Term Loan Agreement or an amendment or supplement to Schedule 4.2, all Chattel Paperas applicable, Instruments and other evidence of any Receivables included change in location of any Equipment or Inventory or any Document evidencing any Equipment or Inventory, identifying such new locations and providing such other information in connection therewith as the Term Collateral Agent may reasonably request and (y) take all actions necessary to maintain the continuous validity, perfection and the same or better priority of the Term Collateral Agent’s security interest in the Collateral owned intended to be granted and agreed to hereby, or held by it or on to enable the Term Collateral Agent to exercise and enforce its behalf rights and remedies hereunder (other than any delivered subject to the Administrative Agent as provided hereinterms of the Intercreditor Agreement), as well as the related Receivables Records, with an appropriate reference respect to the fact that the Administrative Agent has a security interest therein.such Equipment and Inventory; (ii) It will not, without the Administrative Agent’s prior written consent (which consent it shall not be unreasonably withheld), grant any extension keep correct and accurate records of the time Inventory, as is customarily maintained under similar circumstances by Persons of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made established reputation engaged in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.similar business; (iii) Except as otherwise provided in this Section, it shall continue not deliver any Document evidencing any Equipment and Inventory to collect all amounts due or any Person other than (x) the issuer of such Document to become due to it under all such Receivables claim the Goods evidenced therefor, (y) the Term Collateral Agent and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor (z) with respect to Inventory prior to the Discharge of Revolving Obligations, the Revolving Collateral Agent; (iv) if any such ReceivableEquipment or Inventory in excess of $200,000, Supporting Obligation individually, or Collateral Support $2,000,000 in the aggregate, is in possession or control of any third party (other than, prior to the Discharge of Revolving Obligations, Inventory in the possession of the Administrative Revolving Collateral Agent), each Grantor shall notify the third party of the Term Collateral Agent’s security interest therein, therein and use its commercially reasonable efforts in addition, at any time during obtaining an acknowledgment from the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor third party that it has elected to collect any is holding such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate Equipment and apart therefrom, shall be held in trust Inventory for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Term Collateral Support relating to any Receivable.Agent; and (v) During it shall notify the continuance Term Collateral Agent promptly and in any event within thirty (30) days of any Inventory or Equipment in excess of $200,000 individually or $2,000,000 in the aggregate that is or comes into the possession of an issuer of a Defaultnegotiable document of title (as defined in Section 7-104 of the UCC) therefor, and shall, at the request of the Administrative Term Collateral Agent (in accordance with the terms of the Intercreditor Agreement), deliver any negotiable document of title evidencing or governing such Inventory or Equipment to the Term Collateral Agent, it shall direct each Account Debtor or establish the Term Collateral Agent’s control over any electronic negotiable documents of title; provided, however, that prior to make payment on each Receivable the Discharge of Revolving Obligations such Grantor may satisfy this requirement with respect to a Blocked Account negotiable documents of title relating to Inventory by causing the Revolving Collateral Agent to obtain possession or the Concentration Accountcontrol thereof.

Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until payment in full of all Secured Obligations (other than unmatured contingent obligations), the cancellation or termination in full of the Total Revolving Loan Commitment, the cancellation or expiration of all outstanding Letters of Credit, the expiration or termination of all Secured Hedging Agreements and the expiration or termination of all Secured Cash Management Agreements: (i) It it shall ▇▇▇▇ conspicuously, perform in form and manner reasonably satisfactory all material respects all of its obligations with respect to the Administrative AgentReceivables, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered except as could not reasonably be expected to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein.have Material Adverse Effect; (ii) It will not, without the Administrative Agent’s prior written consent (which consent it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be unreasonably withheld)expected to have a Material Adverse Effect. Other than in the ordinary course of business as generally conducted by it on and prior to the date hereof and, except as otherwise provided in subsection (v) below, following an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iii) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, Default take such action as it such Grantor or the Administrative Collateral Agent may deem reasonably deem necessarynecessary to exercise all material rights it may have under Receivables. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Administrative Collateral Agent’s security interest thereinin the Receivables and any Supporting Obligation and, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Collateral Agent may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (2) notify, or require any Grantor to 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 Collateral Agent; and (B3) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Collateral Account maintained under the sole dominion and control of its the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other funds instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered segregated from other funds of such Grantor and, subject to the Administrative Agent in the same form as so received paragraph (with any necessary indorsement)i) above, and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; and (iv) It it shall use its best commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees that: (i) It it shall ▇▇▇▇ conspicuouslykeep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in form the locations specified on Schedule 4.2 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and manner reasonably satisfactory delivering to the Administrative Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent, all Chattel Paper, Instruments and other evidence of any Receivables included ’s security interest in the Collateral owned intended to be granted and agreed to hereby, or held by it or on to enable the Collateral Agent to exercise and enforce its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Recordsrights and remedies hereunder, with an appropriate reference respect to the fact that the Administrative Agent has a security interest therein.such Equipment and Inventory; (ii) It will not, without the Administrative Agent’s prior written consent (which consent it shall not be unreasonably withheld), grant any extension keep correct and accurate records of the time Inventory as is customarily maintained under similar circumstances by Persons of payment of established reputation engaged in similar business, and in any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made event in the ordinary course of business and consistent conformity with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.GAAP ; (iii) Except as otherwise provided in this Section, it shall continue not deliver any Document evidencing any Equipment and Inventory to collect all amounts due any Person other than the issuer of such Document to claim the Goods evidenced therefore or the Collateral Agent; provided however, that until the Discharge of First Lien Obligations has occurred, the requirements for delivery under this paragraph shall be deemed to become due have been satisfied by delivery of such Collateral to the First Lien Collateral Agent; (iv) if any Equipment or Inventory is in possession or control of any third party, each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and (v) with respect to any item of Equipment which is covered by a certificate of title under all a statute of any jurisdiction under the law of which indication of a security interest on such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shallcertificate is required as a condition of perfection thereof, upon the occurrence and during reasonable request of the continuance of an Event of DefaultCollateral Agent, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any Account Debtor (A) provide information with respect to any such ReceivableEquipment in excess of $25,000 individually or $100,000 in the aggregate, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforceexecute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, at and (C) deliver to the cost Collateral Agent copies of all such applications or other documents filed during such calendar quarter and expense copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby; provided however, that until the Discharge of First Lien Obligations has occurred, the requirements for delivery under this paragraph shall be deemed to have been satisfied by delivery of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and Collateral to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or First Lien Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereonAgent. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.

Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party that: (i) It it shall keep and maintain at its own cost and expense satisfactory and complete records, in all material respects, of the Receivables, including, but not limited to, records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (ii) it shall use commercially reasonable efforts to ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to the Administrative Collateral Agent, all tangible Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Collateral Agent as provided set forth herein)) have an aggregate face value in excess of $100,000, as well as the related GS / Landec – Pledge and Security Agreement Receivables Records, Records (if requested by Collateral Agent) with an appropriate reference to the fact that the Administrative Collateral Agent has a security interest therein.; (iiiii) It will notit shall perform in all material respects all of its obligations with respect to the Receivables; (iv) other than in the ordinary course of business as generally conducted by it on and prior to the date hereof, without the Administrative Agent’s prior written consent and except as otherwise provided in subsection (which consent v) below, following an Event of Default, such Grantor shall not be unreasonably withheld), (w) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iiiv) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shallsuch Grantor shall take such action as such Grantor or, upon following the occurrence and during the continuance continuation of an Event of Default, take such action as it or the Administrative Collateral Agent may reasonably deem necessarynecessary or advisable. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after following the occurrence and during the continuance of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or of Collateral Support of the Administrative Agent’s security interest therein, in the Receivables and in addition, at any time during the continuation of an Event of Default, the Administrative Supporting Obligation and Collateral Agent may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent Collateral Agent; (2) notify, or require any Grantor to 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 Collateral Agent; and (B3) enforce, at the cost and expense of such Grantor, collection thereof 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 such Grantor would be able to might have done. If the Administrative Collateral Agent notifies such any Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support the Receivables in accordance with the preceding sentence, any payments thereof of Receivables received by such Grantor shall not be commingled with forthwith (and in any event within two (2) Business Days) deposited by such Grantor into an account designated by Collateral Agent in the exact form received, duly indorsed by such Grantor to Collateral Agent if required, , and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of its other funds the Receivables, any Supporting Obligation or property but Collateral Support shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), segregated from other funds of such Grantor and such Grantor shall not grant adjust, settle or compromise the amount or payment of any extension of the time of payment thereofReceivable, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partlypartly any Account Debtor or obligor thereof, or allow any credit or discount whatsoever thereon.; (ivvi) It it shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.; and GS / Landec – Pledge and Security Agreement (vvii) During in respect of any Receivables having an aggregate face value of $100,000, the continuance Account Debtor of a Defaultwhich is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign to the extent such Receivables are subject to an Assignment of Claims Act Statute, the Grantors shall give Collateral Agent written notice thereof and at the request of the Administrative AgentCollateral Agent at any time following the occurrence and during the continuance of an Event of Default, it the applicable Grantor shall direct each Account Debtor promptly execute and deliver any documentation and take any other action reasonably requested by Collateral Agent to make payment on each Receivable to a Blocked Account or comply with the Concentration Accountapplicable Assignment of Claims Act Statutes.

Covenants and Agreements. Each Grantor hereby covenants and agrees thatthat until the payment in full of all Secured Obligations and termination of all Commitments: (i) It it shall ▇▇▇▇ conspicuouslykeep and maintain at its own cost and expense satisfactory and complete records of the Receivables as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business, and in form any event in conformity with GAAP, including, but not limited to, the originals of all documentation with respect to all such Receivables and manner reasonably satisfactory to the Administrative Agentrecords of all payments received and all credits granted on such Receivables, all Chattel Paper, Instruments merchandise returned and all other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative Agent has a security interest therein.dealings therewith; (ii) It will not, without the Administrative Agent’s prior written consent (which consent it shall not amend, modify, terminate or waive any provision of any Receivable in any manner that could reasonably be unreasonably withheld)expected to have a Material Adverse Effect or result in a Material Impairment. Other than in the ordinary course of business as generally conducted by it, and except as otherwise provided in subsection (v) below, during the continuance of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any such Receivable, compromise, compound (x) compromise or settle the same any dispute, claim or legal proceeding with respect to any Receivable for less than the full amount total unpaid balance thereof, (y) release, wholly or partlypartially, any Supporting Obligation or Collateral Support relating theretoPerson liable for the payment thereof, or (z) allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by such Grantor to be prudent.; (iii) Except except as otherwise provided in this Sectionsubsection, it each Grantor shall continue to collect all amounts due or to become due to it such Grantor under all such the Receivables and any Supporting Obligations or Collateral Support relating thereto, Obligation and diligently exercise each material right it may have thereunderunder any Receivable, any Supporting Obligation or Collateral Support, in each case case, at its own cost and expense, and in connection with such collections and exercise, it shall, upon such Grantor shall take such action as such Grantor or after the occurrence and during the continuance of an Event of Default, take such action as it the Collateral Agent, may deem necessary or the Administrative Agent may reasonably deem necessaryadvisable. Notwithstanding the foregoing, the Administrative Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such any Grantor to notify, any Account Debtor with respect to of the Collateral Agent's security interest in the Receivables and any such Receivable, Supporting Obligation or Collateral Support of the Administrative Agent’s security interest thereinand, and in addition, at any time following the occurrence and during the continuation of an Event of Default, the Administrative Collateral Agent may: (A1) direct such the Account Debtor Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon. (iv) It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable. (v) During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment on each Receivable to a Blocked Account or the Concentration Account.;