Common use of Goods & Receivables Clause in Contracts

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent; (b) if any Equipment or Inventory in excess of $1,000,000 individually or $1,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each Grantor shall, after the Discharge of the First Lien Obligations join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $1,000,000 individually or $1,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, a first priority perfected security interest in such Goods; (c) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, and all other dealings therewith; (d) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (ii) following and during the continuation of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (e) following the occurrence and during the continuation of an Event of Default, subject to the Intercreditor Agreement the Collateral Agent may: (i) direct the Account Debtors under any Receivables, other than Government Receivables, to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent; (b) if any Equipment or Inventory in excess of $1,000,000 individually or $1,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each Grantor shall, after the Discharge of the First Lien Obligations shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $1,000,000 individually or $1,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, has a first priority perfected security interest in such Goods; (c) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, and all other dealings therewith; (d) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (ii) following and during the continuation of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (e) following the occurrence and during the continuation of an Event of Default, subject to the Intercreditor Agreement the Collateral Agent may: (i) direct the Account Debtors under any Receivables, other than Government Receivables, to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor and the Collateral Agent or the First Lien Collateral Agent, as applicable, in accordance with the Intercreditor Agreement; (b) if any Equipment or Inventory in excess of $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each Grantor shall, after the Discharge of or the First Lien Obligations Collateral Agent, subject to the terms of the Intercreditor Agreement, such Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining use commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and that it will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event a Parity Lien Debt Default, subject to the terms of Defaultthe Intercreditor Agreement, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, such Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, has a first priority perfected security interest in such Goods. (c) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 5.5 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request; (cd) it shall keep and maintain at its own cost and expense satisfactory and complete records of the ReceivablesReceivables which are complete in all material respects, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (de) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (ii) following and during the continuation of an Event a Parity Lien Debt Default, subject to the terms of Defaultthe Intercreditor Agreement, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (ef) the Collateral Agent shall have the right at any time following the occurrence and during the continuance of a Parity Lien Default to notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of a Parity Lien Debt Default, subject to the terms of the Intercreditor Agreement Agreement, the Collateral Agent may: (i) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables (subject to the Intercreditor Agreement) in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five two (52) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a the Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) other than in connection with a disposition permitted by the Credit Agreement, it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent; (b) in the case of each Grantor, such Grantor shall, on each Updating Date, provide the Collateral Agent with written notice of any Receivable of the type described in Section 5.5(b) with respect to which compliance with this Section 6.5 is required, entered into since the last Updating Date and within thirty (30) days of such notice, unless otherwise agreed by the Collateral Agent, deliver to the Collateral Agent such documentation reasonably necessary to comply with the Assignment of Claims Act of 1940 or any applicable similar state statute or regulation with respect to the assignment of the right of payment in respect of such Receivable; (c) if any Equipment or Inventory in excess of $1,000,000 4,000,000 individually or $1,000,000 12,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each Grantor shall, after the Discharge of the First Lien Obligations shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining use commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $1,000,000 4,000,000 individually or $1,000,000 12,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, has a first priority perfected security interest in such Goods; (cd) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (d) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (iie) following and during the continuation of an Event of Default, such Grantor shall not not, other than in the ordinary course of business and consistent with past practice, (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (ef) the Collateral Agent shall have the right at any time following the occurrence and during the continuation of an Event of Default to notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, subject to the Intercreditor Agreement the Collateral Agent may: (i) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five two (52) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a the Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor therefor, the First Lien Collateral Agent or the Collateral Agent, any issuer of a letter of credit payable on delivery of such Document, any customs broker in possession of such Inventory or Equipment or any other Person required by the issuer of such Document in connection with the payment or delivery of such Equipment and Inventory; provided, however, that until the Discharge of First Lien Obligations has occurred, any requirements for delivery to the Collateral Agent under this paragraph shall be deemed to have been satisfied by delivery of such Collateral to the First Lien Collateral Agent; (b) if any Equipment or Inventory in excess of $1,000,000 individually or $1,000,000 5,000,000 in the aggregate at each location is in possession or control of any warehouseman, bailee or other third party (other than a Consignee consignee under a Consignment consignment for which such Grantor is the Consignor), each Grantor shall, after the Discharge of the First Lien Obligations join with the Collateral Agent in notifying shall use commercially reasonable efforts to notify the third party of the Collateral Agent’s security interest and obtaining obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following the occurrence and during the continuance of an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $1,000,000 individually or $1,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, a first priority perfected security interest in such Goods; (c) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (d) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (ii) following and during the continuation of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (e) if an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right after notice to the applicable Grantor to notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, subject to the Intercreditor Agreement the Collateral Agent may: (i1) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii3) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five two (52) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a the Collateral Account maintained under the sole dominion and control of the Collateral AgentAgent (subject to the control of the First Lien Collateral Agent until the Discharge of First Lien Obligations has occurred), and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon; provided, however, that until the Discharge of First Lien Obligations has occurred, the requirements for deposit or delivery under this paragraph shall be deemed to have been satisfied by delivery of such Collateral to the First Lien Collateral Agent.

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or and the Collateral AgentBank; (b) if any Equipment or Inventory in excess of $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each such Grantor shall, after the Discharge of the First Lien Obligations shall join with the Collateral Agent Bank in notifying the third party of the Collateral AgentBank’s security interest and obtaining use commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent Bank and that it will permit the Collateral Agent Bank to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent Bank so elects; and with respect to any Goods in excess of $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, such Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, has a first priority perfected security interest in such Goods. (c) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 5.5 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Bank in writing, by executing and delivering to the Bank a completed Pledge Supplement together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Bank may reasonably request; (cd) it shall keep and maintain at its own cost and expense satisfactory and complete records of the ReceivablesReceivables which are complete in all material respects, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (de) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (ii) following and during the continuation of an Event of Default, subject to the terms of the Intercreditor Agreement, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (ef) the Bank shall have the right at any time following the occurrence and during the continuance of a Parity Lien Default to notify, or require any Grantor to notify, any Account Debtor of the Bank’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, subject to the Intercreditor Agreement the Collateral Agent Bank may: (i) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral AgentBank; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government ReceivablesBank; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent Bank notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five two (52) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent Bank if required, in a the Collateral Account maintained under the sole dominion and control of the Collateral AgentBank, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent Bank hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or and the Collateral AgentBank; (b) if any Equipment or Inventory in excess of $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each such Grantor shall, after the Discharge of the First Lien Obligations shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining use commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent Bank and that it will permit the Collateral Agent Bank to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of a Parity Lien Debt Default, to remove same from such premises if the Collateral Agent Bank so elects; and with respect to any Goods in excess of $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, such Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, has a first priority perfected security interest in such Goods. (c) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 5.5 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Bank in writing, by executing and delivering to the Bank a completed Pledge Supplement together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Bank may reasonably request; (cd) it shall keep and maintain at its own cost and expense satisfactory and complete records of the ReceivablesReceivables which are complete in all material respects, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (de) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (ii) following and during the continuation of an Event a Parity Lien Debt Default, subject to the terms of Defaultthe Intercreditor Agreement, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (ef) the Bank shall have the right at any time following the occurrence and during the continuance of a Parity Lien Default to notify, or require any Grantor to notify, any Account Debtor of the Bank’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of a Parity Lien Debt Default, subject to the Intercreditor Agreement the Collateral Agent Bank may: (i) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral AgentBank; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government ReceivablesBank; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.and

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral AgentTrustee; (b) if any Equipment or Inventory in excess of $1,000,000 individually or $1,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each Grantor shall, after the Discharge of the First Lien Obligations shall join with the Collateral Agent Trustee in notifying the third party of the Collateral AgentTrustee’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent Trustee and will permit the Collateral Agent Trustee to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of a Parity Lien Default, to remove same from such premises if the Collateral Agent Trustee so elects; and with respect to any Goods in excess of $1,000,000 individually or $1,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, has a first priority perfected security interest in such Goods. (c) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 5.5 (as such schedule may be amended or supplemented from time to time) unless it shall have (a) notified the Collateral Trustee in writing, by executing and delivering to the Collateral Trustee a completed Pledge Supplement together with all Supplements to Schedules thereto, at least ten (10) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Trustee may reasonably request; (cd) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (de) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (ii) following and during the continuation of an Event of a Parity Lien Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (ef) the Collateral Trustee shall have the right at any time to notify, or require any Grantor to notify, any Account Debtor of the Collateral Trustee’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of a Parity Lien Default, subject to the Intercreditor Agreement the Collateral Agent Trustee may: (i) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral AgentTrustee; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government ReceivablesTrustee; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent Trustee notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent Trustee if required, in a the Collateral Account maintained under the sole dominion and control of the Collateral AgentTrustee, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent Trustee hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document (or to a shipper or freight forwarder acting on such Grantor’s behalf) to claim the Goods evidenced therefor or the Collateral Agent; (b) if any Equipment or Inventory in excess of $1,000,000 individually or $1,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each Grantor shall, after the Discharge of the First Lien Obligations join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $1,000,000 individually or $1,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, a first priority perfected security interest in such Goods; (c) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other material dealings therewith; (dc) other than in the ordinary course of business (i) it shall not amendconsistent with its customary practices at the time, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (ii) following and during the continuation of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (ed) the Collateral Agent shall have the right at any time following the occurrence and during the continuance of a Default, to notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, subject to the Intercreditor Agreement the Collateral Agent may: (i1) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii3) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five two (52) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a the Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon. (e) upon the request of Collateral Agent, each Grantor shall take all necessary actions to cause any Receivable for which the Account Debtor is the government of the United States, any agency or instrumentality thereof, or any state or municipality thereof, to become subjected to a perfected Lien thereon in favor of the Collateral Agent, including, but not limited to, the delivery of executed assignment of claim documentation in form and substance satisfactory to Collateral Agent.

Goods & Receivables. (a) it shall each Receivable (a) is the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (b) is enforceable in accordance with its terms subject to bankruptcy, creditors rights and equitable principles, (c) is not deliver any Document evidencing any Equipment and Inventory will not be subject to any Person other credits, rights of recoupment, setoffs, disputes, claims, defenses, taxes, and counterclaims (except with respect to refunds, returns and allowances in the ordinary course of business), and no Grantor has made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the issuer full amount thereof, any release of such Document to claim any Account Debtor from liability therefor, or any deduction therefrom except in the Goods evidenced therefor ordinary course of its business and (d) is and will be in all material respects in compliance with all applicable laws, whether federal, state, local or the Collateral Agentforeign; (b) if any Equipment or Inventory in excess the names of $1,000,000 individually or $1,000,000 in the aggregate is in possession or control of any warehousemanobligors, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor)amounts owing, each due date and other information with respect to each Receivable are and will be in all material respects correctly stated in all records of each Grantor shall, after the Discharge of the First Lien Obligations join relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent in notifying the third party by any Grantor from time to time. As of the Collateral Agent’s security interest and obtaining an acknowledgment from time when each Receivable arises, the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent applicable Grantor shall be deemed to have access represented and warranted that such Receivable, and all records relating thereto, are genuine and in all material respects what they purport to Equipment or Inventory for purposes of inspecting be at such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $1,000,000 individually or $1,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, a first priority perfected security interest in such Goodstime; (c) it shall keep and maintain at its own cost and expense satisfactory and complete records none of the ReceivablesAccount Debtors in respect of any Receivable in excess of $25,000 individually or $100,000 in the aggregate is the government of the United States, includingany agency or instrumentality thereof, but not limited toany state or municipality or any foreign sovereign. No Receivable in excess of $50,000 individually or $200,000 in the aggregate requires the consent of the Account Debtor in respect thereof in connection with the security interest hereunder, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, and all other dealings therewithexcept any consent which has been obtained; (d) other than in with respect to the ordinary course of business (i) it shall not amendReceivables, modifytaken as a whole, terminate there are no facts, events or waive any material provision of any Receivable occurrences now know to Grantors which in any manner which way materially impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor's books and records and any invoices, statements and Collateral Reports with respect thereto; (e) any Goods now or hereafter produced by any Grantor included in the Collateral have a material adverse effect on been and will be produced in compliance with the value requirements of the Fair Labor Standards Act, as amended, and the rules and regulations promulgated thereunder, to the extent applicable; (f) other than any Inventory or Equipment in transit or as otherwise permitted by the Credit Agreement, (i) all of the Inventory and Equipment included in the Collateral is located only at the locations specified in Schedule 5.5 (as such Receivable; schedule may be amended or supplemented from time to time) and (ii) following and during no Inventory is now, or shall at any time or times hereafter be, a fixture or be stored at any other location; (g) no Inventory is subject to any licensing, patent, royalty, Trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of such Inventory or the continuation of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect monies to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly third party upon such sale or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereonother disposition; and (eh) the completion, manufacture, sale or other disposition of any Inventory by the Collateral Agent following the occurrence and during the continuation of an Event of Default, subject to Default shall not require the Intercreditor Agreement the Collateral Agent may: (i) direct the Account Debtors consent of any Person under and shall not constitute a breach or default under any Receivables, other than Government Receivables, material contract or agreement to make payment of all amounts due which such Grantor is a party or to become due to which such Grantor thereunder directly to the Collateral Agent; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereonproperty is subject.

Goods & Receivables. (a) Upon the request of the Collateral Agent, it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the First Lien Collateral Agent or the Collateral Agent; (b) following and during the continuance of an Event of Default, if any Equipment or Inventory in excess with a value of $1,000,000 individually or $1,000,000 in the aggregate more is in possession or control of any warehouseman, bailee or other third party (other than (i) a Consignee under a Consignment for which such Grantor is the Consignor, (ii) or Equipment or Inventory that is with a third party in connection with preparation for shipment or for rehabilitation or refurbishment), each Grantor shall, after the Discharge of the First Lien Obligations shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from using its commercially reasonable efforts to obtain the consent of such third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will to permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess with a value of $1,000,000 individually or $1,000,000 3,000,000 in the aggregate aggregate, subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, has a first priority perfected security interest in such Goods;; and (c) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, and all other dealings therewith; (d) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (ii) following and during the continuation continuance of an Event of Default, such the Collateral Agent shall have the right at any time to notify, or require any Grantor shall not (w) grant to notify, any extension or renewal Account Debtor of the time of payment of Collateral Agent’s security interest in the Receivables and any material ReceivableSupporting Obligation and, (x) compromise or settle any disputein addition, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (e) following the occurrence and during the continuation of an Event of Default, subject to the Intercreditor Agreement the Collateral Agent may: (i1) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii3) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five two (52) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a the Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document (or to a shipper or freight forwarder acting on such Grantor’s behalf) to claim the Goods evidenced therefor or the Collateral Agent; (b) if any Equipment or Inventory in excess of $1,000,000 500,000 individually or $1,000,000 15,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than Equipment and Inventory in transit and customers purchasing inventory in the ordinary course of business or a Consignee under a Consignment for which such Grantor is the Consignor), each Grantor shall, after the Discharge of the First Lien Obligations shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining using commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $1,000,000 500,000 individually or $1,000,000 15,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, has a first priority perfected security interest in such Goods;. (c) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other material dealings therewith; (d) other than in the ordinary course of business as generally conducted by it on or prior to the date hereof, (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value excess of such Receivable$1,000,000; (ii) following and during the continuation of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (e) the Collateral Agent shall have the right at any time following the occurrence and during the continuance of a Default, to notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, subject to the Intercreditor Agreement the Collateral Agent may: (i1) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii3) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five two (52) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a the Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon. (f) upon the request of Collateral Agent, each Grantor shall take all necessary actions to cause any Receivable for which the Account Debtor is the government of the United States, any agency or instrumentality thereof, or any state or municipality thereof, to become subjected to a perfected Lien thereon in favor of the Collateral Agent, including, but not limited to, the delivery of executed assignment of claim documentation in form and substance satisfactory to Collateral Agent.

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent; (b) if it shall keep the Equipment, Inventory and any Documents evidencing any Equipment or and Inventory in excess of $1,000,000 individually the locations specified on Schedule 5.5 (as such schedule may be amended or $1,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party supplemented from time to time) unless it shall have (other than a Consignee under a Consignment for which such Grantor is the Consignor), each Grantor shall, after the Discharge of the First Lien Obligations join with a) notified the Collateral Agent in notifying the third party of the Collateral Agent’s security interest writing, by executing and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and will permit providing such other information in connection therewith as the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $1,000,000 individually or $1,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, a first priority perfected security interest in such Goodsreasonably request; (c) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (d) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (ii) following and during the continuation of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (e) the Collateral Agent shall have the right at any time to notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, subject to the Intercreditor Agreement the Collateral Agent may: (i1) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii3) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five two (52) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a the Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) it It shall not deliver any Document evidencing any Equipment and or Inventory to any Person other than (i) the issuer of such Document to claim the Goods evidenced therefor thereby or (ii) the Collateral Agent;Trustee. (b) if If any Equipment or Inventory in excess of $1,000,000 individually or $1,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each such Grantor shall, after the Discharge of the First Lien Obligations shall join with the Collateral Agent Trustee in notifying the third party of the Collateral AgentTrustee’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent Trustee and will permit the Collateral Agent Trustee to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an a Secured Debt Event of Default, to remove same from such premises if the Collateral Agent Trustee so electselects (and the Grantors shall not permit Equipment and Inventory in excess of $5,000,000 in the aggregate to be in the possession or control of such third parties that have provided such an acknowledgment); and with respect to any Goods in excess of $1,000,000 individually or $1,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, such Grantor shall make commercially reasonable efforts to file appropriate financing statements against the Consignee and take such other action as may be reasonably necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, has a first priority perfected security interest in such Goods;. (c) it It shall keep and maintain at its own cost and expense satisfactory and materially complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith;. (d) other Other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; Receivable and (ii) following and during the continuation of an a Secured Debt Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, thereof or (z) allow any credit or discount thereon; and. (e) The Collateral Trustee (acting at the direction of the Required Debtholders) shall have the right at any time to notify, or require any Grantor to notify, any Account Debtor of the Collateral Trustee’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an a Secured Debt Event of Default, subject to the Intercreditor Agreement the Collateral Agent may: Trustee may (acting at the direction of the Required Debtholders): (i) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral AgentTrustee; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government ReceivablesTrustee; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent Trustee notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five two (52) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent Trustee if required, in a the Collateral Account maintained under the sole dominion and control of the Collateral AgentTrustee, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent Trustee hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) it It shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document or its agent to claim the Goods evidenced therefor or the Collateral Agent;. (b) if If any Equipment or Inventory in excess of $1,000,000 individually or $1,000,000 5,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the ConsignorConsignor or with servicemen, salesmen, customers, such items in transit, such items under repair or with assemblers), each such Grantor shall, after the Discharge of the First Lien Obligations shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $1,000,000 250,000 individually or $1,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, such Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the such Grantor has, subject to the Intercreditor Agreement, has a first priority perfected security interest in such Goods;Goods subject to any nonmaterial Liens. (c) It shall keep the Equipment, Inventory and any Documents evidencing any material Equipment and Inventory in the locations specified on Schedule 5.5 (as such schedule may be amended or supplemented from time to time) or as otherwise provided by Section 5.5 unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, prior to ten (10) days after any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request. (d) It shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, to the extent it is commercially reasonable to do so, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other material dealings therewith;. (di) If the aggregate amount of all Receivables constituting Collateral owed by or due from the government of the United States, or any agency or instrumentality thereof, collectively, exceeds $75,000,000, the Grantors in respect thereof shall promptly, and in any event within ninety (90) days after such Receivable(s) arise(s), (x) execute any instruments and take any other steps reasonably required by the Collateral Agent in order that all monies due or to become due on account of any such Receivables shall be subject to a valid, perfected, First Priority Lien in favor of the Collateral Agent for the benefit of the Secured Parties (to the extent the Collateral Agent does not already have a valid and perfected First Priority security interest therein) and (y) direct the applicable Governmental Authority to deposit all monies due or to become due on account of any such Receivables into a deposit and/or security account subject to a control agreement in favor of the Collateral Agent, on terms reasonably satisfactory to the Collateral Agent; and (ii) if the aggregate amount of all Receivables constituting Collateral owed by or due from the governments of states or municipalities of the United States or from any foreign sovereigns, collectively, exceeds $25,000,000, the Grantors in respect thereof shall promptly, and in any event within ninety (90) days after such Receivable(s) arise(s), (x) execute any instruments and take any other steps reasonably required by the Collateral Agent in order that all monies due or to become due on account of any such Receivable shall be subject to a valid, perfected, First Priority Lien in favor of the Collateral Agent for the benefit of the Secured Parties (to the extent that the Collateral Agent does not already have a valid First Priority security interest therein) and (y) direct the applicable Governmental Authority to deposit all monies due or to become due on account of any such Receivables into a deposit and/or security account subject to a control agreement in favor of the Collateral Agent, on terms reasonably satisfactory to the Collateral Agent. Anything to the contrary contained in the foregoing notwithstanding, following the occurrence of any Event of Default, all Grantors in respect of Receivables constituting Collateral owed by or due from the government of the United States, or any agency or instrumentality thereof, or any government of a state or municipality of the United States or any foreign sovereign shall take all steps necessary, upon the Collateral Agent’s notice to the Borrower directing the Borrower or the applicable Grantor to take all such steps, such that (A) all monies due or to become due on account of any such Receivables shall be subject to a valid, perfected, First Priority Lien in favor of the Collateral Agent for the benefit of the Secured Parties and (B) each applicable Governmental Authority is directed to deposit all monies due or to become due on account of any such Receivables into a deposit and/or security account subject to a control agreement in favor of the Collateral Agent, on terms reasonably satisfactory to the Collateral Agent, irrespective of the individual or aggregate value of such Receivable. (f) Other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to other than such amendments, modifications, terminations or waivers that would not have a material adverse effect on the value of such ReceivableMaterial Adverse Effect; and (ii) following and during the continuation of an Event of Default, such Grantor shall not, upon receipt of notice from the Collateral Agent directing it not to do so, (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and. (eg) At any time following the occurrence and during the continuation of an Event of Default, subject the Collateral Agent shall have the right at any time to notify, or require such Grantor to notify, any Account Debtor of the Intercreditor Agreement Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, the Collateral Agent may: (i1) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii2) notify, or require any such Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii3) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any such Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five two (52) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a the Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not not, except as may be permitted by the Collateral Agent, adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) it Except in connection with (i) a Disposition permitted by Section 7.05 of the Credit Agreement or (ii) delivery to a direct beneficiary of a Permitted Lien, such Grantor shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Administrative Agent; (b) if If any Equipment or Inventory located in the United States of any Grantor having a value in excess of $500,000 individually or $2,000,000 in the aggregate for all Equipment and Inventory located in the United States of all Grantors (other than any Equipment or Inventory in excess of $1,000,000 individually or $1,000,000 in the aggregate transit) is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each applicable Grantor shall, after the Discharge of the First Lien Obligations shall join with the Collateral Administrative Agent in notifying the such third party of the Collateral Administrative Agent’s security interest hereunder and obtaining an using commercially reasonable efforts to obtain acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Administrative Agent and will permit the Collateral Administrative Agent to have access to such Equipment or Inventory for purposes of inspecting such Collateral inspection or, following an Event of Default, to remove same from such premises if the Collateral Administrative Agent so elects; and with . With respect to any Goods of any Grantor located in the United States having a value in excess of $1,000,000 500,000 individually or $1,000,000 2,000,000 in the aggregate for all Goods of all Grantors located in the United States and which is subject to a Consignment for which such Grantor is the Consignor, such Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the such Grantor has, subject to the Intercreditor Agreement, has a first priority perfected security interest in such Goods; (c) it Such Grantor shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, including the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (d) other Other than in the ordinary course of business business, (i) it such Grantor shall not amend, modify, terminate or waive any material provision of any Receivable included in the Collateral in any manner which could would reasonably be expected to have a material adverse effect on the value of such Receivable; , and (ii) following and during the continuation of an Event of Default, such Grantor shall not (wA) grant any extension or renewal of the time of payment of any material ReceivableReceivable included in the Collateral, (xB) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable included in the Collateral for less than the total unpaid balance thereof, (yC) release, wholly or partially, any Person liable for the payment thereof, or (zD) allow any credit or discount thereon; and (e) At any time following the occurrence and during the continuation of an Event of Default, subject to the Intercreditor Agreement the Collateral Administrative Agent may: (i) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables included in the Collateral to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Administrative Agent; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables included in the Collateral have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Administrative Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Administrative Agent notifies any Grantor that it has elected to collect the Receivables included in the Collateral in accordance with the preceding sentence, any payments of such Receivables received by such Grantor shall be forthwith (and in any event within five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Administrative Agent if required, in a the Collateral Account maintained under the sole dominion and control of the Collateral Administrative Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support Support, in each case, included in the Collateral, shall be received in trust for the benefit of the Collateral Administrative Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any such Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor therefor, to third parties who are transporting goods or who have purchased any Good pursuant to a transaction not prohibited by the Credit Agreement, or the Collateral Agent; (b) if any Equipment or Inventory in excess of $1,000,000 individually or $1,000,000 2,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the ConsignorConsignor or any Equipment or Inventory in transit or in the temporary possession of a third party who is repairing, improving or modifying any Equipment), each Grantor shall, after the Discharge of the First Lien Obligations shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s 's security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $1,000,000 individually or $1,000,000 2,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, has a first priority perfected security interest in such Goods;. (c) other than any Equipment or Inventory in transit or Equipment in temporary possession of a third party for purposes of repair, improvement or modification, it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 5.5 (as such schedule may be amended or supplemented from time to time) unless it shall have notified the Collateral Agent in writing of any change in the premises at which Equipment and Inventory having a value in excess of $1,000,000 is located, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days (or such lesser period as the Collateral Agent may agree) prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request; (d) it shall (i) keep and maintain at its own cost and expense satisfactory and materially complete records of the Receivables, including, but not limited to, the originals or copies of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewiththerewith and (ii) after the occurrence and during the continuation of an Event of Default, deliver to the Collateral Agent immediately upon its request duplicate invoices with respect to each Receivable bearing such language of assignment as the Collateral Agent shall reasonably specify; (de) if (i) any discount, credit or agreement to make a rebate or to otherwise reduce the amount owing on a Receivable exists or (ii) if, to the knowledge of any Grantor, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to a Receivable, it shall promptly disclose such fact to the Collateral Agent in writing to the extent it relates to a Receivable in excess of $1,000,000 and send the Collateral Agent upon its request a copy of each credit memorandum as soon as issued; (f) it shall do all things reasonably necessary to maintain, preserve, protect and keep the Inventory in all material respects in good repair and working and saleable condition, except for damaged or defective goods arising in the ordinary course of such Grantor's business; (g) it shall promptly report to the Collateral Agent any return of Inventory to any Grantor involving an amount in excess of $1,000,000. Each such report shall indicate the reasons for the returns and the locations and condition of the returned Inventory. In the event any Account Debtor returns Inventory to any Grantor when an Event of Default exists, such Grantor, upon the request of the Collateral Agent, shall: (i) hold the returned Inventory in trust for the Collateral Agent; (ii) segregate all returned Inventory from all of its other property; (iii) dispose of the returned Inventory solely according to the Collateral Agent's written Instructions; and (iv) not issue any credits or allowances with respect thereto without the Collateral Agent's prior written consent. All returned Inventory shall be subject to the Collateral Agent's Liens thereon; (i) other than in the ordinary course of business (i) business, it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; and (ii) following and during the continuation of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (e) following the occurrence and during the continuation of an Event of Default, subject to the Intercreditor Agreement the Collateral Agent may: (i) direct the Account Debtors under any Receivables, other than Government Receivables, to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control consent of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.may

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent, any issuer of a letter of credit payable on delivery of such Document, any customs broker in possession of such Inventory or Equipment or any other Person required by the issuer of such Document in connection with the payment or delivery of such Equipment and Inventory; (b) if any Equipment or Inventory in excess of $1,000,000 individually or $1,000,000 5,000,000 in the aggregate at each location is in possession or control of any warehouseman, bailee or other third party (other than a Consignee consignee under a Consignment consignment for which such Grantor is the Consignor), each Grantor shall, after the Discharge of the First Lien Obligations join with the Collateral Agent in notifying shall use commercially reasonable efforts to notify the third party of the Collateral Agent’s security interest and obtaining obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following the occurrence and during the continuance of an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $1,000,000 individually or $1,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, a first priority perfected security interest in such Goods; (c) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (d) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (ii) following and during the continuation of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (e) if an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right after notice to the applicable Grantor to notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, subject to the Intercreditor Agreement the Collateral Agent may: (i1) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii3) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five two (52) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a the Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than (i) to the issuer of such Document to claim the Goods evidenced therefor therefor, (ii) in connection with a sale of such Equipment or Inventory in the Collateral ordinary course of business or (iii) to the Term Agent; (b) if any Equipment or Inventory in excess having a value of $1,000,000 individually or $1,000,000 in the aggregate more is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), at the reasonable request of the Term Agent, each Grantor shall, after the Discharge of the First Lien Obligations shall join with the Collateral Agent Agents in notifying the third party of the Collateral Agent’s Agents’ security interest interests and obtaining an acknowledgment from using its commercially reasonable efforts to obtain the consent of such third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will to permit the Collateral Agent First Out Agents to have access to such Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral applicable Agent so elects; and with respect to any Goods in excess of $1,000,000 individually or $1,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall shall, at the reasonable request of a First Out Agent, file appropriate financing statements against the Consignee and take such other action as may be reasonably necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, has a first priority perfected security interest in such Goods; (c) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, and all other dealings therewith[reserved]; (d) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (ii) following and during the continuation of an Event of DefaultDefault and notice to the appropriate Grantor, such the Revolving Agent shall have the right at any time to notify, or require any Grantor shall not (w) grant to notify, any extension or renewal Account Debtor of the time of payment of Revolving Agent’s security interest in the Receivables and any material ReceivableSupporting Obligation and, (x) compromise or settle any disputein addition, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (e) following the occurrence and during the continuation of an Event of Default, subject to the Intercreditor Agreement the Collateral Revolving Agent may: (i1) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Revolving Agent; (ii2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Revolving Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii3) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, exercising the same level of care, and in the same manner and to the same extent as such Grantor might have done. If the Collateral Revolving Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five two (52) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Revolving Agent if required, in a Collateral the Agent Sweep Account (as defined in the First Out Credit Agreement) maintained under the sole dominion and control of the Collateral Revolving Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support therefor shall be received in trust for the benefit of the Collateral Revolving Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereonthereon without the consent of the Revolving Agent.

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent; (b) if any Equipment or Inventory in excess of $1,000,000 individually or $1,000,000 2,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each Grantor shall, after the Discharge of the First Lien Obligations shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining using commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $1,000,000 individually or $1,000,000 2,000,000 in the aggregate aggregate, subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, has a first priority perfected security interest in such Goods;, subject, in the case of ABL Priority Collateral, to the ABL Intercreditor Agreement. (c) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, and all other dealings therewith; (d) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (ii) following and during the continuation of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (e) following the occurrence and during the continuation of an Event of Default, subject to the Intercreditor Agreement the Collateral Agent may: (i) direct the Account Debtors under any Receivables, other than Government Receivables, to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) other than in connection with a disposition permitted by the Credit Agreement, it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent; (b) if any Equipment or Inventory in excess of $1,000,000 individually or $1,000,000 in the aggregate is in possession or control case of any warehousemaneach Grantor, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each Grantor shall, after the Discharge of the First Lien Obligations join with on each Updating Date, provide the Collateral Agent with written notice of any Receivable of the type described in notifying Section 5.5(b) with respect to which compliance with this Section 6.5 is required, entered into since the third party last Updating Date and within thirty (30) days of such notice, unless otherwise agreed by the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of , deliver to the Collateral Agent and will permit such documentation reasonably necessary to comply with the Collateral Agent to have access to Equipment Assignment of Claims Act of 1940 or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and any applicable similar state statute or regulation with respect to any Goods the assignment of the right of payment in excess respect of $1,000,000 individually or $1,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, a first priority perfected security interest in such GoodsReceivable; (c) [Reserved]; (d) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (d) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (iie) following and during the continuation of an Event of Default, such Grantor shall not not, other than in the ordinary course of business and consistent with past practice, (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (ef) the Collateral Agent shall have the right at any time following the occurrence and during the continuation of an Event of Default to notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, subject to the Intercreditor Agreement the Collateral Agent may: (i) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five two (52) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a the Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent; (b) if any Equipment or Inventory in excess of $1,000,000 individually or $1,000,000 2,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each Grantor shall, after the Discharge of the First Lien Obligations shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining using commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $1,000,000 individually or $1,000,000 2,000,000 in the aggregate aggregate, subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, has a first priority perfected security interest in such Goods;, subject, in the case of Fixed Asset Priority Collateral, to the Intercreditor Agreement. (c) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, and all other dealings therewith; (d) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (ii) following and during the continuation of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (e) following the occurrence and during the continuation of an Event of Default, subject to the Intercreditor Agreement the Collateral Agent may: (i) direct the Account Debtors under any Receivables, other than Government Receivables, to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.;

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document or its agent to claim the Goods evidenced therefor or the Collateral Agent; (b) if any Equipment or Inventory in excess of $1,000,000 individually or $1,000,000 5,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the ConsignorConsignor or with servicemen, salesmen, customers, such items in transit, such items under repair or with assemblers), each Grantor shall, after the Discharge of the First Lien Obligations shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $1,000,000 250,000 individually or $1,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, has a first priority perfected security interest in such GoodsGoods subject to any nonmaterial Liens. (c) it shall keep the Equipment, Inventory and any Documents evidencing any material Equipment and Inventory in the locations specified on Schedule 5.5 (as such schedule may be amended or supplemented from time to time) or as otherwise provided by Section 5.5 unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, prior to ten (10) days after any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent may reasonably request; (cd) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, to the extent it is commercially reasonable to do so, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other material dealings therewith; (de) if any Account Debtor in respect of any Receivable in excess of $250,000 individually or $1,000,000 in the aggregate is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign, within ninety days after such Receivable(s) arise(s), the applicable Grantor shall promptly execute any instruments and take any steps reasonably required by Collateral Agent in order that all monies due or to become due on account of any such Receivable shall be assigned to Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar State or local law; (f) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to other than such amendments, modifications, terminations or waivers that would not have a material adverse effect on the value of such ReceivableMaterial Adverse Effect; (ii) following and during the continuation of an Event of Default, such Grantor shall not, upon receipt of notice from the Collateral Agent directing it not to do so, (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (eg) at any time following the occurrence and during the continuation of an Event of Default, subject the Collateral Agent shall have the right at any time to notify, or require any Grantor to notify, any Account Debtor of the Intercreditor Agreement Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, the Collateral Agent may: (i1) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii3) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five two (52) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a the Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not not, except as may be permitted by the Collateral Agent, adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) it Except in connection with (i) a Disposition permitted by (x) the Credit Agreement and the Indenture, (y) the Collateral Trust Agreement, or (z) the Final Financing Order or (ii) delivery to a direct beneficiary of a Permitted Lien, such Grantor shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or therefor, the Collateral AgentTrustee; (b) Subject to the terms of Section 3.3, if any Equipment or Inventory having a value in excess of $1,000,000 250,000 individually or $1,000,000 in the aggregate for all Equipment and Inventory of such Grantor (other than any Equipment or Inventory in transit) is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each applicable Grantor shall, after the Discharge of the First Lien Obligations join shall notify such third party (with a copy to the Collateral Agent in notifying the third party Trustee) of the Collateral AgentTrustee’s security interest hereunder and obtaining an using commercially reasonable efforts to obtain acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent Trustee and will permit the Collateral Agent Trustee to have access to such Equipment or Inventory for purposes of inspecting such Collateral inspection or, following an Event of DefaultEnforcement Event, to remove same from such premises if the Collateral Agent Trustee so elects; and with . With respect to any Goods having a value in excess of $1,000,000 250,000 individually or $1,000,000 in the aggregate for all Goods of such Grantor and which is subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that each of the Grantor has, subject to and the Intercreditor Agreement, Collateral Trustee has a first priority perfected security interest in such Goods; (c) it Such Grantor shall keep and maintain at its own cost and expense satisfactory and complete records in all material respects of the Receivables, including, but not limited to, including the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (d) other Other than in the ordinary course of business business, (i) it such Grantor shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could would reasonably be expected to have a material adverse effect on the value of such Receivable; , and (ii) following and during the continuation of an Event of DefaultEnforcement Event, such Grantor shall not (wA) grant any extension or renewal of the time of payment of any material Receivable, (xB) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (yC) release, wholly or partially, any Person liable for the payment thereof, or (zD) allow any credit or discount thereon; and (e) At any time following the occurrence and during the continuation of an Event of DefaultEnforcement Event, subject to the Intercreditor Agreement terms of Section 3.3, (i) the Collateral Agent may: Trustee may (ibut shall not be obligated to): (x) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral AgentTrustee; (iiy) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government ReceivablesTrustee; and (iiiz) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If ; (ii) if the Collateral Agent Trustee notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent Trustee if required, in a the Collateral Account maintained under the sole dominion and control of the Collateral AgentTrustee, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent Trustee hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) it Except in connection with (i) a Disposition permitted by Section 7.05 of the Credit Agreement or (ii) delivery to a direct beneficiary of a Permitted Lien, such Grantor shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor therefor, the First Lien Agent, or the Collateral AgentTrustee; (b) Subject to the terms of the Intercreditor Agreement, if any Equipment or Inventory having a value in excess of $1,000,000 2,500,000 individually or $1,000,000 10,000,000 in the aggregate for all Equipment and Inventory of such Grantor (other than any Equipment or Inventory in transit) is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each applicable Grantor shall, after the Discharge of the First Lien Obligations join shall notify such third party (with a copy to the Collateral Agent in notifying the third party Trustee) of the Collateral AgentTrustee’s security interest hereunder and obtaining an using commercially reasonable efforts to obtain acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent Trustee and will permit the Collateral Agent Trustee to have access to such Equipment or Inventory for purposes of inspecting such Collateral inspection or, following an Event of a Pari Passu Lien Debt Default, to remove same from such premises if the Collateral Agent Trustee so elects; and with . With respect to any Goods having a value in excess of $1,000,000 2,500,000 individually or $1,000,000 10,000,000 in the aggregate for all Goods of such Grantor and which is subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that each of the Grantor has, subject to and the Intercreditor Agreement, Collateral Trustee has a first priority perfected security interest in such Goods; (c) it Such Grantor shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, including the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (d) other Other than in the ordinary course of business business, (i) it such Grantor shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could would reasonably be expected to have a material adverse effect on the value of such Receivable; , and (ii) following and during the continuation of an Event of Pari Passu Lien Debt Default, such Grantor shall not (wA) grant any extension or renewal of the time of payment of any material Receivable, (xB) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (yC) release, wholly or partially, any Person liable for the payment thereof, or (zD) allow any credit or discount thereon; and (e) At any time following the occurrence and during the continuation of an Event of a Pari Passu Lien Debt Default, subject to the terms of the Intercreditor Agreement Agreement, the Collateral Agent may: Trustee may (but shall not be obligated to): (i) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral AgentTrustee; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government ReceivablesTrustee; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If Subject to the terms of the Intercreditor Agreement, if the Collateral Agent Trustee notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent Trustee if required, in a the Collateral Account maintained under the sole dominion and control of the Collateral AgentTrustee, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent Trustee hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor therefor, the Senior Lenders Collateral Agent or the Collateral Agent; (b) if any Equipment or Inventory in excess of $1,000,000 individually or $1,000,000 5,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each Grantor shall, after the Discharge of the First Lien Obligations shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $1,000,000 individually or $1,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has, subject to the Intercreditor Agreement, a first priority perfected security interest in such Goods;. (c) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (d) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (ii) following and during the continuation of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (e) the Collateral Agent shall have the right at any time to notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, subject to the Intercreditor Agreement the Collateral Agent may: (i) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five two (52) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of as instructed by the Collateral AgentAgent (acting upon instructions by the Lenders), and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

Goods & Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Notes Collateral Agent;Agent or the ABL Facility Collateral Agent or such other collateral agent, subject to the Intercreditor Agreement; and (b) if any Equipment or Inventory in excess of $1,000,000 individually or $1,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each Grantor shall, after the Discharge of the First Lien Obligations join with the Notes Collateral Agent in notifying shall have the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $1,000,000 individually or $1,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor hasright, subject to the Intercreditor Agreement, a first priority perfected security interest in such Goods; (c) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, and all other dealings therewith; (d) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any material provision of any Receivable in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (ii) following and during the continuation of an Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any material Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any material Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and (e) following the occurrence and during the continuation of an Event of Default, and following the satisfaction and discharge in full of the Obligations in respect of the ABL Facility, to notify, or require any Grantor to notify, any Account Debtor of the Notes Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, the Notes Collateral Agent may, subject to the Intercreditor Agreement (and following the Collateral Agent may: satisfaction and discharge in full of the Obligations in respect of the ABL Facility): (i) direct the Account Debtors under any Receivables, other than Government Receivables, Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Notes Collateral Agent; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Notes Collateral Agent, except for lockboxes specifically designated for payment of Government Receivables; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Notes Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five two (52) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Notes Collateral Agent if required, in a the Collateral Account maintained under the sole dominion and control of the Notes Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Notes Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.