Common use of Direction to Account Debtors; Contracting Parties; etc Clause in Contracts

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon the occurrence and during the continuance of a Dominion Period, if the Collateral Agent so directs any Grantor, such Grantor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Subject to any Applicable Intercreditor Agreement, without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable the Intercreditor Agreement, upon the occurrence and during the continuance of a Dominion Periodan Event of Default (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs any Grantor, such Grantor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Subject to any Applicable the Intercreditor Agreement, without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs directs, subject to the provisions of the Intercreditor Agreement, any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Included Accounts and Included Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Included Accounts and/or under any Included Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Included Accounts and Included Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, subject to the provisions of the Intercreditor Agreement, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 10.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (xA) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yB) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xA), and (zC) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 5.6 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (yB) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable the Intercreditor Agreement, upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any Grantor, such Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts to be made directly to a cash account held by the Collateral Agent (the “Cash Collateral Account”), (yii) that the Collateral Agent may, at its option, may directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Indenture Obligations in the manner provided in Section 5.4 4.01 of this the Indenture and Section 4.1 of the Intercreditor Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (yii) to the relevant Grantor; provided, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 4 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f6.01(9) of the Credit Agreement Indenture has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its optionbut has no obligation to, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne solely by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f7.01(i) or (j) of the Credit Agreement Indenture has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the one or more Cash Collateral AccountAccounts (as the Collateral Agent shall so direct), (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations Accounts which application shall be effected in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees)) of collection, whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided provided, that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable the terms of the ABL/Term Intercreditor Agreement, upon the occurrence and during the continuance of a Dominion Periodan Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any Grantor, such Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yii) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of others with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.01(e) of the Credit Agreement has occurred and is continuing. Subject to any Applicable the terms of the ABL/Term Intercreditor Agreement, without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 6.5 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ legal fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f10.01(e) of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon ------------------------------------------------------- the occurrence and during the continuance of a Dominion Periodan Event of Default, and if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), ) and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations which application shall be effected in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees)) of collection, whether incurred by a Grantor the relevant Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor; provided, provided that (x) the failure -------- by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable the terms of the ABL/Term Intercreditor Agreement, upon the occurrence and during the continuance of a Dominion Periodan Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any Grantor, such Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yii) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of others with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.01(e) of the Credit Agreement has occurred and is continuing. Subject to any Applicable the terms of the ABL/Term Intercreditor Agreement, without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 6.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f10.01(e) of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, and if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without notice to or assent by any Grantor, the Collateral Agent may, upon Upon the occurrence and during the continuance of an Event of Default, without notice to or assent by any Assignor, the Collateral Agent may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations which application shall be effected in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 9.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any Grantor, such Grantor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of others with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, and if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations which application shall be effected in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees)) of collection, whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided PROVIDED, that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section subsection 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) subsections 8.6 and 8.7 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, after giving notice to the Obligor of its intent to do so, if the Collateral Agent so directs any Grantorthe Obligor, such Grantor the Obligor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of others with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as the Obligor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such Grantornotice to the Obligor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 5.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantorthe Obligor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 10.10 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ legal fees), whether incurred by a Grantor the Obligor or the Collateral Agent, shall be borne by the relevant GrantorObligor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorObligor, provided that (x) the failure by the Collateral Agent to so notify such Grantor the Obligor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 5.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, and subject to the provisions of the applicable Intercreditor Agreements, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the applicable Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of DefaultDefault and subject to the applicable Intercreditor Agreements, apply any or all amounts then in, or thereafter deposited in, the applicable Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 9.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 4.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Loan Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 10.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs directs, subject to the provisions of the Intercreditor Agreement, any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Included Accounts and Included Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Included Accounts and/or under any Included Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Included Accounts and Included Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, subject to the provisions of the Intercreditor Agreement, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 10.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon the occurrence and during the continuance of a Dominion Period, if the Collateral Agent so directs any Grantor, such Grantor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Subject to any Applicable Intercreditor Agreement, without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ legal fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any Grantorthe Assignors, such Grantor agrees the Assignors agree (x) to cause all payments on account of the Accounts and Contracts constituting Collateral to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts constituting Collateral and/or under any Contracts constituting Collateral to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantorthe Assignors. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantorthe Assignors, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees), whether incurred by a Grantor the Assignors or the Collateral Agent, shall be borne by the relevant GrantorAssignors. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignors, provided that (x) the failure by the Collateral Agent to so notify such Grantor the Assignors shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion PeriodDesignated Event of Default, if the Collateral Agent so directs any Grantorthe Debtor, such Grantor the Debtor agrees (xa) to cause all payments on account of the Accounts and Contracts constituting, arising out of, or relating to, the Collateral to be made directly to the Cash a Collateral Account, (yb) that the Collateral Agent may, at its option, directly notify the obligors with respect to any such Accounts and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantorthe Debtor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantorthe Debtor, the Collateral Agent may, upon the occurrence and during the continuance of an a Designated Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash a Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor the Debtor or the Collateral Agent, shall be borne by the relevant GrantorDebtor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (yb) to the relevant GrantorDebtor, provided that (xi) the failure by the Collateral Agent to so notify such Grantor the Debtor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.1 and (yii) no such notice shall be required if an Event of Default of the type described in Section 8.01(f13.1(g) of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 of this Agreement. The reasonable and invoiced out-of-pocket costs and expenses of collection (including reasonable and invoiced out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall promptly deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne solely by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any Grantor, such Grantor agrees (xa) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (yb) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may reasonably adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Subject to any Applicable Intercreditor Agreement, without Without prior notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 6.4 of this AgreementAgreement (provided the Collateral Agent shall provide the Borrower notice of any such application, including the date(s) and amount(s) thereof). The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees)) of collection, whether incurred by a an Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (yb) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion PeriodDefault under Section 10.01 or 10.05 of the Credit Agreement, any other payment default in respect of the Obligations, or any Event of Default under the Credit Agreement (with each such Default or Event of Default being herein called a "Specified Default"), and if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), ) and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations which application shall be effected in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees)) of collection, whether incurred by a Grantor the relevant Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor; provided, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 [9.4] of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 10.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause instruct all obligors with respect to the Accounts and Contracts to make all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the Administrative Borrower for the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 12.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Second-Lien Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Second-Lien Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Second-Lien Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Second-Lien Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees), whether incurred by a Grantor an Assignor or the Second-Lien Collateral Agent, shall be borne by the relevant GrantorAssignor. The Second-Lien Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Second-Lien Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Second-Lien Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f7.1(g) of the Credit Agreement Second-Lien Note Indenture has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Third-Lien Collateral Agent so directs any Grantorthe Assignor, such Grantor the Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Third-Lien Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Third-Lien Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantorthe Assignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantorthe Assignor, the Third-Lien Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees), whether incurred by a Grantor an Assignor or the Third-Lien Collateral Agent, shall be borne by the relevant GrantorAssignor. The Third-Lien Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Third-Lien Collateral Agent to so notify such Grantor the Assignor shall not affect the effectiveness of such notice or the other rights of the Third-Lien Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f7.01(g) of the Third-Lien Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable the terms of the ABL Intercreditor Agreement, upon the occurrence and during the continuance of a Dominion Periodan Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any Grantor, such Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account[reserved], (yii) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of others with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Subject to ; provided that, (x) any Applicable Intercreditor Agreement, without notice to or assent failure by any Grantor, the Collateral Agent may, upon to give or any delay in giving such notice to the occurrence relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and during the continuance of (y) no such notice shall be required if an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment Default of the Obligations in the manner provided type described in Section 5.4 11.05 of this Agreementthe Credit Agreement has occurred and is continuing. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, and subject to the provisions of the applicable Intercreditor Agreements, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of DefaultDefault and subject to the applicable Intercreditor Agreements, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 9.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 4.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default (or if any rights of set-off (other than set-offs against an Account arising under the Contract giving rise to the same Account) or contra accounts may be asserted with respect to the following)), if the Collateral Administrative Agent so directs any Grantor, such Grantor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Administrative Agent may, at its optionoption and without prior notice to such Grantor, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Administrative Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantor, the Collateral Administrative Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 5.4 of this Agreement5.4. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ feesfees actually incurred), whether incurred by a Grantor or the Collateral Administrative Agent, shall be borne by Holdings, the relevant GrantorBorrowers and the other Loan Parties. The Collateral Administrative Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Administrative Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Administrative Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(fArticle VII(g) or (h) of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, and if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations which application shall be effected in the manner provided in Section 5.4 7.4 of this Agreement; provided however, that at such time as no Default or Event of Default shall be continuing, all funds in the Cash Collateral Account shall be disbursed to the respective Assignor. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees)) of collection, whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, but has no obligation to, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations under the Notes Documents in the manner provided in Section 5.4 7.5 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor; provided, provided that that, (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(fSections 6.01(9) or (10) of the Credit Agreement Indenture has occurred and is continuing. *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause instruct all obligors with respect to the Accounts and Contracts to make all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its optionbut has no obligation to, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The Any costs and expenses of collection (including attorneys’ fees) incurred by an Assignor shall be borne solely by such Assignor. Any reasonable out-of-pocket and documented costs and expenses of collection (including reasonable and documented out-of-pocket attorneys’ fees), whether ) incurred by a Grantor or the Collateral Agent, Agent shall be borne solely by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f7.01(i) or (j) of the Credit Agreement Indenture has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon ------------------------------------------------------- the occurrence and during the continuance of a Dominion Periodan Event of Default, and if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), ) and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations which application shall be effected in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees)) of collection, whether incurred by a Grantor the relevant Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor; provided, provided that (x) the failure by the Collateral Agent to so -------- notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing3.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to the terms of any Applicable applicable Pari Passu Intercreditor Agreement, upon the occurrence and during the continuance of a Dominion Periodan Event of Default, after giving prior written notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any Grantor, such Grantor agrees (xi) to cause all payments on account of the Accounts (including Proceeds of Pledged Collateral) and Contracts to be made directly to the Cash Collateral Account, or as otherwise directed by the Collateral Agent, (yii) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of the applicable Grantor with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Subject to ; provided that, (x) any Applicable Intercreditor Agreement, without notice to or assent failure by any Grantor, the Collateral Agent may, upon to give or any delay in giving such notice to the occurrence relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and during the continuance of (y) no such notice shall be required if an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment Default of the Obligations in the manner provided type described in Section 5.4 11.01(a) or Section 11.01(e) of this Agreement. The reasonable out-of-pocket costs the Credit Agreement has occurred and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantoris continuing. The Collateral Agent shall concurrently deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, ; provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f11.01(a) or Section 11.01(e) of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion PeriodNoticed Event of Default, if the Collateral Agent so directs directs, subject to the provisions of the Intercreditor Agreement, any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an a Noticed Event of Default, subject to the provisions of the Intercreditor Agreement, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable the Intercreditor Agreement, upon uponUpon the occurrence and during the continuance of a Dominion Periodan Event of Default (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs any Grantor, such Grantor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Subject to any Applicable the Intercreditor Agreement, without withoutWithout notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the ------------------------------------------------------ occurrence and during the continuance of a Dominion Periodan Event of Default, and if the Collateral Agent so directs any Grantor, to the extent permitted by applicable law, such Grantor agrees (xa) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yb) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations which application shall be effected in the manner provided in Section 5.4 8.4 of this Agreement. The reasonable out-of-pocket costs and ----------- expenses of collection (including reasonable out-of-pocket attorneys’ ' fees)) of collection, whether incurred by a any Grantor or the Collateral Agent, shall be borne by the relevant such Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (yb) to the relevant Grantor; provided, provided that (x) the failure by the Collateral Agent -------- to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing.4.3. -----------

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the First-Lien Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the First-Lien Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the First-Lien Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the First-Lien Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including includ-ing reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the First-Lien Collateral Agent, shall be borne by the relevant GrantorAssignor. The First-Lien Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the First-Lien Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the First-Lien Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 10.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable the terms of the Intercreditor AgreementAgreements, upon the occurrence and during the continuance of a Dominion Periodan Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any Grantor, such Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account[reserved], (yii) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of others with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Subject to ; provided that, (x) any Applicable Intercreditor Agreement, without notice to or assent failure by any Grantor, the Collateral Agent may, upon to give or any delay in giving such notice to the occurrence relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and during the continuance of (y) no such notice shall be required if an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment Default of the Obligations in the manner provided type described in Section 5.4 11.05 of this Agreementthe Credit Agreement has occurred and is continuing. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause instruct all obligors with respect to the Accounts and Contracts to make all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its optionbut has no obligation to, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The Any costs and expenses of collection (including attorneys’ fees) incurred by an Assignor shall be borne solely by such Assignor. Any reasonable out-of-pocket and documented costs and expenses of collection (including reasonable and documented out-of-pocket attorneys’ fees), whether ) incurred by a Grantor or the Collateral Agent, Agent shall be borne solely by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f6.01(f) of the Credit Loan Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable the terms of the Intercreditor Agreement, (a) upon the occurrence and during the continuance of a Dominion Periodan Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any Grantor, and (b) as otherwise required pursuant to Section 9.17(c) of the Credit Agreement, such Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Dominion Account, (yii) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of others with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such notice (including pursuant to Section 9.17(c) of the Credit Agreement) to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of a Liquidity Period or an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Dominion Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this AgreementAgreement and/or Section 9.17 of the Credit Agreement (as applicable). The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any Grantorthe Assignor, such Grantor the Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantorthe Assignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantorthe Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees), whether incurred by a Grantor the Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor the Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 10.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, subject to the terms of the Final Order and any other order of the Bankruptcy Court made in the U.S. Cases, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without prior notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations then due in the manner provided in Section 5.4 7.4 of this Agreement; provided that the Collateral Agent shall provide notice to the applicable Assignor promptly after the exercise any of the aforementioned authority (provided, that any failure to provide such notice shall not effect, void or otherwise invalidate any authority exercised or actions taken by the Collateral Agent pursuant to this Section 3.3). The reasonable out-of-pocket costs and expenses of collection (including including, without limitation, reasonable out-of-pocket attorneys’ feesfees and disbursements), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(fclauses (h), (i) or (j) of Section 11 of the DIP Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (xa) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yb) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (yb) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement (or any equivalent provision of any Additional First Lien Document) has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable the terms of the Securitization Intercreditor Agreement, upon the occurrence and during the continuance of a Dominion PeriodDesignated Event of Default, if the Collateral Agent so directs any Grantorthe Debtor, such Grantor the Debtor agrees (x) to cause all payments on account of the Accounts and Contracts constituting, arising out of, or relating to, the Collateral to be made directly to the Cash a Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any such Accounts and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantorthe Debtor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantorthe Debtor, the Collateral Agent may, upon the occurrence and during the continuance of an a Designated Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash a Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor the Debtor or the Collateral Agent, shall be borne by the relevant GrantorDebtor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorDebtor, provided that (x) the failure by the Collateral Agent to so notify such Grantor the Debtor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.1 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f13.1(h) of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, and if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral AccountAgent as the Collateral Agent shall direct, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), ) and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an while any such Event of DefaultDefault is continuing, apply any or all amounts then incollected pursuant to this Section 3.3 to satisfy the Obligations, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations which application shall be effected in the manner provided in Section 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees)) of collection, whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor; provided, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3; provided further, that the Collateral Agent will promptly rescind any notice theretofore given under this Section 3.3 and (y) no such notice shall be required if an Event after all Events of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuingDefaults have been cured or waived.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, if permitted by applicable law, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 10A.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 6.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 8.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor prior to, or simultaneous with, delivery to the relevant obligor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 10.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the ------------------------------------------------------- occurrence and during the continuance of a Dominion Periodan Event of Default, and if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts Management Agreement Receivables and Contracts Pledged Management Agreements to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts Management Agreement Receivables and/or under any Contracts Pledged Management Agreements to make payments with respect thereto as provided in the preceding clause (x), ) and (z) that the Collateral Agent may enforce collection of any such Accounts Management Agreement Receivables and Contracts Pledged Management Agreements and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations which application shall be effected in the manner provided in Section 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees)) of collection, whether incurred by a Grantor the Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor; provided, provided that (x) the failure -------- by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion PeriodNoticed Event of Default, if the Collateral Agent so directs directs, subject to the provisions of the Intercreditor Agreement, any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an a Noticed Event of Default, subject to the provisions of the Intercreditor Agreement, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 9.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, and subject to the provisions of the applicable Intercreditor Agreements, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of DefaultDefault and subject to the applicable Intercreditor Agreements, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 8.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall is hereby instructed to deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f6.1(a)(vi) or (vii) of the Credit Agreement Indenture has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, and if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without notice to or assent by any Grantor, the Collateral Agent may, upon Upon the occurrence and during the continuance of an Event of Default, without notice to or assent by any Assignor, the Collateral Agent may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations which application shall be effected in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 9.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the one or more Cash Collateral AccountAccounts (as the Collateral Agent shall so direct), (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations Accounts which application shall be effected in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees)) of collection, whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided provided, that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of a Dominion Periodan Event of Default, after giving three Business Days’ notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any Grantor, such Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yii) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of the applicable Grantor with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantor, the Collateral Agent maymay (subject to the Intercreditor Agreement), upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, and if the Collateral Agent Purchaser so directs any Grantoreach Debtor if such Debtor does not have a Senior Lender, such Grantor each Debtor agrees (xa) to cause all payments on account of the Accounts, Deposit Accounts and Contracts or General Intangibles to be made directly to the Cash Collateral Account, (yb) that the Collateral Agent Purchaser may, at its option, directly notify the obligors with respect to any Accounts, Deposit Accounts and/or under any Contracts or General Intangibles to make payments with respect thereto as provided in the preceding clause (x), a) and (zc) that the Collateral Agent Purchaser may enforce collection of any such Accounts, Deposit Accounts and Contracts or General Intangibles and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorDebtor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantoreach Debtor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, Purchaser may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations which application shall be effected in the manner provided in Section 5.4 9.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees)) of collection, whether incurred by a Grantor such Debtor or the Collateral AgentPurchaser, shall be borne by the relevant Grantorsuch Debtor. The Collateral Agent Purchaser shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (yb) to the relevant Grantorsuch Debtor; provided, provided that (x) the failure by the Collateral Agent Purchaser to so notify such Grantor Debtor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent Purchaser created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default following written notice to the Obligor, if the Collateral Agent so directs any Grantorthe Obligor, such Grantor the Obligor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantorthe Obligor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantorthe Obligor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 10.10 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ legal fees), whether incurred by a Grantor the Obligor or the Collateral Agent, shall be borne by the relevant GrantorObligor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorObligor, provided that (x) the failure by the Collateral Agent to so notify such Grantor the Obligor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 5.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 10.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (xa) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yb) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (yb) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the First-Lien Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the First-Lien Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the First-Lien Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the First-Lien Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees), whether incurred by a Grantor an Assignor or the First-Lien Collateral Agent, shall be borne by the relevant GrantorAssignor. The First-Lien Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the First-Lien Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the First-Lien Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 10.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable the terms of the Securitization Intercreditor Agreement, upon the occurrence and during the continuance of a Dominion PeriodDesignated Event of Default, if the Collateral Agent so directs any Grantorthe Debtor, such Grantor the Debtor agrees (x) to cause all payments on account of the Accounts and Contracts constituting, arising out of, or relating to, the Collateral to be made directly to the Cash a Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any such Accounts and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and x),and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantorthe Debtor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantorthe Debtor, the Collateral Agent may, upon the occurrence and during the continuance of an a Designated Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash a Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor the Debtor or the Collateral Agent, shall be borne by the relevant GrantorDebtor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorDebtor, provided that (x) the failure by the Collateral Agent to so notify such Grantor the Debtor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.1 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f13.1(h) of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon ------------------------------------------------------- the occurrence and during the continuance of a Dominion Periodan Event of Default, and if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), ) and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations which application shall be effected in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees)) of collection, whether incurred by a Grantor the Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor; provided, provided that (x) the failure -------- by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, if permitted by applicable law, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 10.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 10.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, Assignor; provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion PeriodDesignated Event of Default, if the Collateral Agent so directs any Grantorthe Assignor, such Grantor the Assignor agrees (x) to cause all payments on account of the Accounts and Contracts constituting, arising out of, or relating to, the Collateral to be made directly to the Cash Collateral Collection Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any such Accounts and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantorthe Assignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantorthe Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an a Designated Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Collection Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees), whether incurred by a Grantor the Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor the Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.1 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f13.1(h) of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorGrantor in writing, such Grantor agrees (xa) to cause all payments on account of the Accounts Accounts, General Intangibles, Negotiable Collateral and Contracts to be made directly to an account specified by the Cash Collateral Account, Agent and (yb) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts Accounts, General Intangibles, Negotiable Collateral and/or under any Contracts (i) that such Accounts, General Intangibles, Negotiable Collateral and/or Contracts have been assigned to the Collateral Agent (or its designee) for the benefit of the Secured Creditors, (ii) to make payments with respect thereto as provided in the preceding clause (xa), and (ziii) that the Collateral Agent may enforce collection of any such Accounts Accounts, General Intangibles, Negotiable Collateral and Contracts and (iv) the Collateral Agent may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Subject to any Applicable Intercreditor Agreement, without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a an Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (yb) to the relevant Grantor, ; provided that (xi) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.6 and (yii) no such notice shall be required if an Event of Default of the type described in Section 8.01(f10.01(a), (f) and (g) of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent Assignee so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts Receivables to be made directly to the Cash Collateral Account, (y) that the Collateral Agent Assignee may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts Receivables to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent Assignee may enforce collection of any such Accounts and Contracts Receivables and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent Assignee may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees), whether incurred by a Grantor an Assignor or the Collateral AgentAssignee, shall be borne by the relevant GrantorAssignor. The Collateral Agent Assignee shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent Assignee to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent Assignee created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 8.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent (acting at the written request of the Requisite Noteholders under the Indenture) so directs any Grantor, such Grantor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 5.4 8.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ feesfees and expenses), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, ; provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion PeriodDesignated Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts constituting, arising out of, or relating to, the Collateral to be made directly to the Cash Collateral AccountConcentration Accounts, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any such Accounts and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an a Designated Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account Concentration Accounts toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.1 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f13.1(h) of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts and Contracts constituting Collateral to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any such Accounts and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 10.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations which application shall be effected in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ ' fees)) of collection, whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant GrantorAssignor, provided PROVIDED, that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable the terms of the ABL Intercreditor Agreement, upon the occurrence and during the continuance of a Dominion Periodan Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any Grantor, such Grantor agrees (xi) to cause all payments on account of the Accounts (including Proceeds of Pledged Collateral) and Contracts to be made directly to the Cash Collateral Account, (yii) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of the applicable Grantor with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any Grantor, the Collateral Agent maymay (subject to the ABL Intercreditor Agreement), upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to any Applicable Intercreditor Agreement, upon Upon the occurrence and during the continuance of a Dominion Periodan Event of Default, if the Collateral Agent so directs any GrantorAssignor, such Grantor Assignor agrees (xa) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yb) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAssignor. Subject to any Applicable Intercreditor Agreement, without Without notice to or assent by any GrantorAssignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 5.4 7.04 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral Agent, shall be borne by the relevant GrantorAssignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (yb) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.03 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f7.01(e) of the Credit Agreement has occurred and is continuing.