Common use of Place of Perfection; Records; Collection of Receivables Clause in Contracts

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall keep its jurisdiction of organization, and originals of the Assigned Agreements to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor, at the location therefor specified in Section 8(a) or, upon 30 days’ prior written notice to the Collateral Agent, at such other location in a jurisdiction where all actions required by Section 9 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall hold and preserve its records relating to the Collateral, the Assigned Agreements and chattel paper and shall permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and other documents. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Receivables. In connection with such collections, such Grantor may take such action as such Grantor may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Receivables of the assignment of such Receivables to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce 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. After receipt by any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b) and (ii) such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor Pledgor shall keep its jurisdiction chief place of organizationbusiness and chief executive office and the office where it keeps its records concerning the Collateral, and originals of the Assigned Agreements to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such GrantorReceivables, at the location therefor specified in Section 8(a9(a) or, upon 30 20 days’ ' prior written notice to the Collateral Agent, at such other location locations in a jurisdiction where all actions required by Section 9 10 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location)Collateral. Each Grantor shall Pledgor will hold and preserve its such records relating to the Collateral, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent at any reasonable time and from time to time during normal regular business hours and upon reasonable prior notice to inspect and make abstracts from such records and other documentschattel paper. (b) Except as otherwise provided in this subsection (b), each Grantor Pledgor shall continue to collectcollect in the ordinary course of its business in a manner consistent with past practices, at its own expense, all amounts due or to become due to such Grantor Pledgor under the Receivables. In connection with such collections, such Grantor may take such action as such Grantor may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Collateral The Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor the Pledgor of its intention to do so, to notify the Obligors under any Receivables of the assignment of such Receivables to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor Pledgor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such GrantorPledgor, to enforce 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 Pledgor might have done. After receipt by any Grantor such Pledgor of the notice from the Collateral Agent referred to in the proviso to the preceding sentencesentence and so long as such Event of Default is continuing, (i) all amounts and proceeds (including instruments) received by such Grantor Pledgor in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor Pledgor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsementendorsement) to be deposited in the Collateral Collection Account and either (A) released to such Grantor the Uniroyal Borrower on the terms set forth in Section 7 8 so long as no Event of Default shall have occurred and be continuing or (B) if any an Event of Default shall have occurred and be continuing, applied as provided in by Section 21(b18(b) and (ii) such Grantor Pledgor shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) No Grantor will change its name, type of legal entity, federal tax identification number, organizational identification number or location from those set forth in Section 5(a) and Section 5(b) without first giving at least 30 days’ advance written notice to the Agent and taking all action required by the Agent for the purpose of perfecting or protecting the liens granted by this Agreement. Each Grantor shall will also keep its jurisdiction of organization, and the originals of the Assigned Agreements Related Contracts to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor, at the location therefor specified in Section 8(a5(a) or, upon 30 days’ prior written notice to the Collateral Agent, at such other location in a jurisdiction where all actions required by Section 9 6 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV III hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its records relating to the Collateral, the Assigned Agreements Related Contracts and chattel paper and shall will permit representatives of the Collateral Agent at any time during normal business hours and with reasonable prior notice to inspect and make abstracts from such records and other documents. (b) Except as otherwise provided in this subsection (b), each Grantor shall will continue to collect, at its own expense, all amounts due or to become due to such Grantor under the ReceivablesReceivables and the Related Contracts. In connection with such collections, such Grantor may take (and, at the Agent’s direction upon the occurrence and during the continuance of an Event of Default, will take) such action as such Grantor or the Agent may deem reasonably necessary or advisable to enforce collection of the ReceivablesReceivables and the Related Contracts; provided, however, provided that the Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do soDefault, to notify the Obligors obligors (each individually, a “Contract Obligor” and collectively, the “Contract Obligors”) under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Collateral Agent and to direct such Contract Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such ReceivablesReceivables or Related Contracts, 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. After receipt by any Grantor Upon the occurrence and during the continuance of the notice from the Collateral Agent referred to in the proviso to the preceding sentencean Event of Default, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables and the Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsementendorsement) to be deposited in the Collateral Account held as cash collateral and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b16(b) and (ii) such Grantor shall will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Contract Obligor thereof, or allow any credit or discount thereon. No Grantor shall will permit or consent to the subordination of its right to payment under any of the Receivables or the Related Contracts to any other indebtedness or obligations of the Contract Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall keep its jurisdiction chief place of organizationbusiness and chief executive office and the office where it keeps its records concerning the Collateral, and originals any copies of the Assigned Agreements not required to which such Grantor is a party be delivered to the Collateral Agent hereunder and all originals any copies of all chattel paper not required to be delivered to the Collateral Agent hereunder that evidence Receivables of such GrantorReceivables, at the location therefor specified in Section 8(a7(a) or, upon 30 days’ ' prior written notice to the Collateral Agent, at such other location locations in a jurisdiction where all actions required by Section 9 8 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location)Grantor. Each Grantor shall will hold and preserve its records relating to the Collateralsuch records, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent at any time during normal business hours upon reasonable notice to inspect and make abstracts from such records records, Assigned Agreements and other documentschattel paper. If the jurisdiction of the securities intermediary that maintains the security account carrying the Pledged Security Entitlements shall change from that jurisdiction specified in Section 7(f), the applicable Grantor shall promptly notify the Collateral Agent of such change and of such new jurisdiction. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the ReceivablesReceivables in the manner such Grantor currently collects such amounts. In connection with such collectionscollections made in respect of Receivables owing from a Person being an affiliate of such Grantor, such Grantor may take (and, at the Collateral Agent's direction, shall take) such action as such Grantor or the Collateral Agent may reasonably deem necessary or advisable to enforce or expedite collection of the Receivables; provided, however, that the Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Receivables of the assignment of such Receivables to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent or its designee and, upon such notification and at the expense of such Grantor, to enforce collection of any such Receivables directly against the relevant Obligor, 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. In connection with such collections made in respect of Receivables owing from a Person not an affiliate of such Grantor, such Grantor may take (and, at the Collateral Agent's direction, shall take), after the occurrence and during the continuance of any Default, such action as such Grantor or the Collateral Agent may reasonably deem necessary or advisable to enforce or expedite collection of the Receivables; provided, however, that the Collateral Agent shall have the right at any time after the occurrence and during the continuance of any Default, upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Receivables of the assignment of such Receivables to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent or its designee and, upon such notification and at the expense of such Grantor, to enforce collection of any such Receivables directly against the relevant Obligor, 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. After receipt by any such Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentencesentences, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b) and (ii) such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. . (c) No Grantor shall will permit or consent to the subordination of its right to payment under any of the Receivables or the Related Contracts to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall will not change its name, type of legal entity, federal tax identification number, organizational identification number or location from those set forth in Section 8(a) and (b) of this Agreement without first giving at least 30-days advance written notice to the Collateral Agent and taking all action required by the Collateral Agent for the purpose of perfecting or protecting the liens granted by this Agreement. Each Grantor will also keep its jurisdiction of organization, and the originals of the Assigned Agreements Agreements, and Related Contracts to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor, at the location therefor specified in Section 8(a) or, upon 30 days’ ' prior written notice to the Collateral Agent, at such other location in a jurisdiction where all actions required by Section 9 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its records relating to the Collateral, the Assigned Agreements Agreements, the Related Contracts and chattel paper and shall will permit representatives of the Collateral Agent at any time during normal business hours and with reasonable prior notice to inspect and make abstracts from such records and other documents. (b) Except as otherwise provided in this subsection (b), each Grantor shall will continue to collect, at its own expense, all amounts due or to become due to such Grantor under the ReceivablesReceivables and the Related Contracts. In connection with such collections, such Grantor may take (and, at the Collateral Agent's direction, will take) such action as such Grantor or the Collateral Agent may deem reasonably necessary or advisable to enforce collection of the ReceivablesReceivables and the Related Contracts; provided, however, that the Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors obligors (each individually, an "OBLIGOR" and collectively, the "OBLIGORS") under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such ReceivablesReceivables or Related Contracts, 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. After receipt by any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables and the Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account held as cash collateral and shall be either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b) and (ii) such Grantor shall will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No Grantor shall will permit or consent to the subordination of its right to payment under any of the Receivables or the Related Contracts to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall keep its jurisdiction chief place of organization, business and originals chief executive office and the office where it keeps its records concerning the Collateral; and the original copies of the Assigned Agreements to which of such Grantor is a party Grantor, and all originals of all chattel paper that evidence which evidences or constitutes Receivables (other than rental contracts located in the ordinary course of such Grantorbusiness at the Borrower's branch offices), at the location therefor specified in Section 8(a9(d) or, upon 30 days’ ' prior written notice to the Collateral Administrative Agent, at such other location locations in a jurisdiction where all actions required by Section 9 10 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location)Collateral. Each Grantor shall will hold and preserve its records relating to the Collateralsuch records, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Administrative Agent at any time during normal business hours to inspect and make abstracts from such records and other documentschattel paper. (b) Except as otherwise provided in this subsection (b), each such Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the ReceivablesReceivables and Related Contracts. In connection with such collections, upon and after an Event of Default, such Grantor may take (and, at the Administrative Agent's direction, shall take) such action as such Grantor or the Administrative Agent may deem necessary or advisable to enforce collection of the ReceivablesReceivables and Related Contracts; provided, however, that the Collateral Administrative Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor the Borrower of its intention to do so, to notify the Obligors under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Collateral Administrative Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Administrative Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such ReceivablesReceivables or Related Contracts, 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. After receipt by any such Grantor of the notice from the Collateral Administrative Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables of such Grantor or the Related Contracts shall be received in trust for the benefit of the Collateral Administrative Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Administrative Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b) by the terms of the Credit Agreement and (ii) such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each The Grantor shall keep not change its jurisdiction state of organization, and originals of shall keep its chief executive office and/or the Assigned Agreements to which such Grantor is a party office or location where it keeps its records concerning the Collateral, and all originals of all chattel paper that evidence Receivables any of such Grantorthe Receivables, at the location therefor specified in Section 8(a) 4, of Schedule I or, upon 30 thirty (30) days’ prior written notice to the Collateral AgentLender, at such other location locations in a jurisdiction where all actions required by Section 9 5 (if any) shall have been taken with respect to the Collateral of such Collateral. The Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its such records relating to the Collateral, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent Lender at any time during normal business hours to inspect and make abstracts from such records and other documentschattel paper. (b) Except as otherwise provided in this subsection (bSection 8(b), each the Grantor shall continue to collect, at its own expense, all amounts due or to become due to such the Grantor under the Receivables. In connection with such collections, such the Grantor may take (and, at the Lender’s direction, shall take) such action as such the Grantor or the Lender may deem necessary or advisable to enforce collection of the such Receivables; provided, however, that the Collateral Agent Lender shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do soa Default, to notify the Obligors obligors under any such Receivables of the assignment of such Receivables to the Collateral Agent Lender and to direct such Obligors obligors to make payment of all amounts due or to become due to such the Grantor thereunder directly to the Collateral Agent Lender and, upon such notification and at the expense of such the Grantor, to enforce 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 the Grantor might have done. After receipt by any the Grantor of the notice from the Collateral Agent Lender referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such the Grantor in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent Lender hereunder, shall be segregated from other funds of such the Grantor and shall be forthwith paid over to the Collateral Agent Lender in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuingendorsement), applied as provided in Section 21(b) and (ii) such the Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a1) Each Grantor The Borrower shall keep its jurisdiction chief place of organizationbusiness and chief executive office and the office where it keeps its records concerning the Receivables, and originals the original copies of the Assigned Agreements to which such Grantor is a party and all the originals of all chattel paper that evidence Receivables of such GrantorReceivables, at the location therefor specified in Section 8(a4.01(1) or, upon 30 days’ days prior written notice to the Collateral AgentLender, at such any other location locations in a jurisdiction where all actions required by Section 9 6.01 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location)Receivables. Each Grantor shall The Borrower will hold and preserve its records relating to the Collateralsuch records, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent Lender at any time during normal business hours to inspect and make abstracts from such records and other documentschattel paper. (b2) Except as otherwise provided in this subsection (b2), each Grantor the Borrower shall continue to collect, at its own expense, all amounts due or to become due to such Grantor the Borrower under the Receivables. In connection with such collections, such Grantor the Borrower may take (and, at the Lender's direction, shall take) such action as such Grantor the Borrower or the Lender may deem necessary or advisable to enforce collection of the Receivables; : provided, however, that the Collateral Agent Lender shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to such Grantor the Borrower of its intention to do so, to notify the Obligors account debtors or obligors under any Receivables of the assignment of such Receivables to the Collateral Agent Lender and subject to any priority interests of other secured creditors to direct such Obligors account debtors or obligors to make payment of all amounts due or to become due to such Grantor the Borrower thereunder directly to the Collateral Agent and, Lender and upon such notification and at the expense of such Grantorthe Borrower, to enforce collection of any such Receivables, and to adjust, settle settle, or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor the Borrower might have done. After receipt by any Grantor the Borrower of the notice from the Collateral Agent Lender referred to in the proviso to the preceding sentence, (ia) all amounts and proceeds (including instruments) received by such Grantor the Borrower in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent Lender hereunder, shall be segregated from other funds of such Grantor the Borrower, and shall be forthwith paid over to the Collateral Agent Lender in the same form as so received (with any necessary indorsementendorsement) to be deposited in the Collateral Account held as cash collateral and either (Ai) released to such Grantor on the terms set forth in Section 7 Borrower so long as no Event of Default shall have occurred and be continuing or (Bii) if any Event of Default shall have occurred and be continuing, applied as provided in by Section 21(b) 13.01(2), and (iib) such Grantor the Borrower shall not adjust, settle settle, or compromise the amount or payment of any Receivable, release wholly or partly any Obligor account debtor or obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall keep its jurisdiction chief places of organization, business and originals of chief executive offices and the Assigned Agreements to which such Grantor is a party offices where it keeps its records concerning the Collateral and all originals of all chattel paper that evidence Receivables of such GrantorReceivables, at the location therefor specified in Section 8(a) or, upon 30 days’ ' prior written notice to the Collateral Agent, at such other location locations in a jurisdiction where all actions required by Section 9 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall hold and preserve its records relating to the Collateral, the Assigned Agreements and chattel paper and shall permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and other documents. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Receivables. In connection with such collections, such each Grantor may take such action as such Grantor may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Collateral Agent shall have the right at any timeand, upon the occurrence and during the continuance of an Event of Default, at the Agent's direction, with the approval of the Required Lenders, shall take such action as the Agent may deem necessary or advisable to enforce collection of the Receivables including, without limitation, (i) extending or renewing the time or times of payment, or settling for less than the total unpaid balance, which such Grantor finds appropriate in accordance with sound judgment consistent with prior business practice and (ii) allowing a refund or credit due as a result of returned or damaged merchandise, in each such case in accordance with such Grantor's ordinary course of business consistent with its prior collection practices; provided, however, that the -------- ------- Agent shall have the right at any time, upon (i) the occurrence of and during the continuance of an Event of Default and (ii) either the making of the request or the granting of the consent specified by Section 6.01 of the Credit Agreement to authorize the Agent to declare the Advances due and payable pursuant to the provisions of such Section 6.01 or the making of the demand specified in Section 6.02 of the Credit Agreement to require the Borrower to pay amounts in respect of Letters of Credit or the Canadian Borrower to pay amounts in respect of Bankers' Acceptances, upon written notice to such Grantor of its intention to do so, to notify the Obligors obligors under any Receivables of the assignment of such Receivables to the Collateral Agent and to direct such Obligors obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce 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. After receipt by any Grantor of the notice from the Collateral Agent referred to in the proviso to the immediately preceding sentence, (i) all amounts and proceeds ------- (including instruments) received by such Grantor in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b) by the terms of the Credit Agreement and (ii) such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each The Grantor shall not change the jurisdiction under whose laws it is organized. The Grantor shall keep its jurisdiction of organizationchief executive office and the office where it keeps its records concerning the Collateral, and originals of the Assigned Agreements to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantorthe Receivables, at the location therefor specified in Section 8(a4(a) or, upon 30 days’ ' prior written notice to the Collateral AgentLender, at such other location locations in a jurisdiction where all actions required by Section 9 5 shall have been taken with respect to the Collateral of such Collateral. The Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its such records relating to the Collateral, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent Lender at any time during normal business hours to inspect and make abstracts from such records and other documentschattel paper. (b) Except as otherwise provided in this subsection (bSection 8(b), each the Grantor shall continue to collect, at its own expense, all amounts due or to become due to such the Grantor under the Receivables. In connection with such collections, such the Grantor may take (and, at the Lender's direction, shall take) such action as such the Grantor or the Lender may deem necessary or advisable to enforce collection of the such Receivables; providedPROVIDED, howeverHOWEVER, that the Collateral Agent Lender shall have the right at any time, upon the occurrence and during the continuance of an Event of a Default and upon written notice to such the Grantor of its intention to do so, to notify the Obligors obligors under any such Receivables of the assignment of such Receivables to the Collateral Agent Lender and to direct such Obligors obligors to make payment of all amounts due or to become due to such the Grantor thereunder directly to the Collateral Agent Lender and, upon such notification and at the expense of such the Grantor, to enforce 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 the Grantor might have done. After receipt by any the Grantor of the notice from the Collateral Agent Lender referred to in the proviso PROVISO to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such the Grantor in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent Lender hereunder, shall be segregated from other funds of such the Grantor and shall be forthwith paid over to the Collateral Agent Lender in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing), applied as provided in Section 21(b) and (ii) such the Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall will keep its jurisdiction chief place of organization, business and originals of the Assigned Agreements to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor, chief executive office at the location therefor specified in Section 8(a9(a) or, upon 30 days’ ' prior written notice to the Collateral Agent, at such other location in a jurisdiction where all actions required by Section 9 10 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its records relating to the Collateral, the Assigned Agreements Agreements, the Related Contracts and chattel paper and shall will permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and other documents. No Grantor will change or add any securities intermediary that maintains any securities account in which any of the Collateral is credited or carried, or change or add any such securities account, in each case without first complying with the provisions of Section 4 in order to perfect the security interest granted hereunder in such Collateral. (b) Except as otherwise provided in this subsection (b), each Grantor shall will continue to collect, at its own expense, all amounts due or to become due to such Grantor under the ReceivablesReceivables and the Related Contracts. In connection with such collections, such Grantor may take (and, at the Collateral Agent's direction, will take) such action as such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection of the ReceivablesReceivables and the Related Contracts; provided, however, that the Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such ReceivablesReceivables or Related Contracts, 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. After receipt by any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables of such Grantor and the Related Contracts shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 8 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b) and (ii) such Grantor shall will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No Grantor shall will permit or consent to the subordination of its right to payment under any of the Receivables or the Related Contracts to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) The Grantor will not change its name, type of legal entity, federal tax identification number, organizational identification number or location from those set forth in Section 8(a) and (b) of this Agreement without first giving at least 30 days advance written notice to the Collateral Trustees and taking all action required by the Collateral Trustees for the purpose of perfecting or protecting the liens granted by this Agreement. Each Grantor shall will also keep its jurisdiction of organization, and the originals of the Assigned Agreements Agreements, and Related Contracts to which such the Grantor is a party and all originals of all chattel paper that evidence Receivables of such the Grantor, at the location therefor specified in Section 8(a) or, upon 30 days’ ' prior written notice to the Collateral AgentTrustees, at such other location in a jurisdiction where all actions required by Section 9 shall have been taken with respect to the Collateral of such the Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each The Grantor shall will hold and preserve its records relating to the Collateral, the Assigned Agreements Agreements, the Related Contracts and chattel paper and shall will permit representatives of the Collateral Agent Trustees at any time during normal business hours and with reasonable prior notice to inspect and make abstracts from such records and other documents. (b) Except as otherwise provided in this subsection (b), each the Grantor shall will continue to collect, at its own expense, all amounts due or to become due to such the Grantor under the ReceivablesReceivables and the Related Contracts. In connection with such collections, such the Grantor may take (and, at the Collateral Trustees' direction, will take) such action as such the Grantor or the Collateral Trustees may deem reasonably necessary or advisable to enforce collection of the ReceivablesReceivables and the Related Contracts; provided, however, that the Collateral Agent Trustees shall have the right at any time, upon the occurrence and during the continuance of an Event of Actionable Default and upon written notice to such the Grantor of its intention to do so, to notify the Obligors obligors (each individually, an "OBLIGOR" and collectively, the "OBLIGORS") under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Collateral Agent Trustees and to direct such Obligors to make payment of all amounts due or to become due to such the Grantor thereunder directly to the Collateral Agent Trustees and, upon such notification and at the expense of such the Grantor, to enforce collection of any such ReceivablesReceivables or Related Contracts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such the Grantor might have done. After receipt by any the Grantor of the notice from the Collateral Agent Trustees referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such the Grantor in respect of the Receivables and the Related Contracts of such the Grantor shall be received in trust for the benefit of the Collateral Agent Trustees hereunder, shall be segregated from other funds of such the Grantor and shall be forthwith paid over to the Collateral Agent Trustees in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account held as cash collateral and shall be either (A) released to such the Grantor on the terms set forth in Section 7 so long as no Event of Actionable Default shall have occurred and be continuing or (B) if any Event of Actionable Default shall have occurred and be continuing, applied as provided in Section 21(b) the Collateral Trust Agreement and (ii) such the Grantor shall will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No The Grantor shall will not permit or consent to the subordination of its right to payment under any of the Receivables or the Related Contracts to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each 8.1 The Grantor shall keep its jurisdiction chief place of organizationbusiness and chief executive office and the office where it keeps its records concerning the Receivables, and originals of the Assigned Agreements to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such GrantorReceivables, at the location therefor specified in Section 8(a) 4.1 or, upon 30 days’ ' prior written notice to the Collateral AgentBank, at such any other location locations in a jurisdiction where all actions required by Section 9 5 shall have been taken with respect to the Collateral of such Receivables. The Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its such records relating to the Collateral, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent Bank at any time during normal business hours to inspect and make abstracts from such records and other documentschattel paper. (b) 8.2 Except as otherwise provided in this subsection (b)subsection, each the Grantor shall continue to collect, at its own expense, all amounts due or to become due to such the Grantor under the Receivables. In connection with such collections, such the Grantor may take (and, at the Bank's direction, shall take) such action as such the Grantor or the Bank may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Collateral Agent Bank shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event that, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to such the Grantor of its intention to do so, to notify the Obligors account debtors or obligors under any Receivables of the assignment of such Receivables to the Collateral Agent Bank and to direct such Obligors account debtors or obligors to make payment of all amounts due or to become due to such the Grantor thereunder directly to the Collateral Agent Bank and, upon such notification and at the expense of such the Grantor, to enforce collection of any such Receivables, and to adjust, settle settle, or compromise the amount or payment thereof, in the same manner and to the same extent as such the Grantor might have done. After receipt by any the Grantor of the notice from the Collateral Agent Bank referred to in the proviso to the preceding sentence, (ia) all amounts and proceeds (including instruments) received by such the Grantor in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent Bank hereunder, shall be segregated from other funds of such Grantor the Grantor, and shall be forthwith paid over to the Collateral Agent Bank in the same form as so received (with any necessary indorsementendorsement) to be deposited in the Collateral Account held as cash collateral and either (Ai) released to such the Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (Bii) if any Event of Default shall have occurred and be continuing, applied as provided in by Section 21(b) 13.2, and (iib) such the Grantor shall not adjust, settle settle, or compromise the amount or payment of any Receivable, release wholly or partly any Obligor account debtor or obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor 8.1 The Borrower shall keep its jurisdiction chief place of organizationbusiness and chief executive office and the office where it keeps its records concerning the Receivables, and originals the original copies of the Assigned Agreements to which such Grantor is a party and all the originals of all chattel paper that evidence Receivables of such GrantorReceivables, at the location therefor specified in Section 8(a) 4.1 or, upon 30 days’ ' prior written notice to the Collateral AgentBank, at such any other location locations in a jurisdiction where all actions required by Section 9 5 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location)Receivables. Each Grantor shall The Borrower will hold and preserve its records relating to the Collateralsuch records, the Assigned Agreements Agreements, and chattel paper and shall will permit representatives of the Collateral Agent Bank at any time during normal business hours to inspect and make abstracts from such records and other documentschattel paper. (b) 8.2 Except as otherwise provided in this subsection (b)subsection, each Grantor the Borrower shall continue to collect, at its own expense, all amounts due or to become due to such Grantor the Borrower under the Receivables. In connection with such collections, such Grantor the Borrower may take (and, at the Bank's direction, shall take) such action as such Grantor the Borrower or the Bank may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Collateral Agent Bank shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event that, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to such Grantor the Borrower of its intention to do so, to notify the Obligors account debtors or obligors under any Receivables of the assignment of such Receivables to the Collateral Agent Bank and to direct such Obligors account debtors or obligors to make payment of all amounts due or to become due to such Grantor the Borrower thereunder directly to the Collateral Agent Bank and, upon such notification and at the expense of such Grantorthe Borrower, to enforce collection of any such Receivables, and to adjust, settle settle, or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor the Borrower might have done. After receipt by any Grantor the Borrower of the notice from the Collateral Agent Bank referred to in the proviso to the preceding sentence, (ia) all amounts and proceeds (including instruments) received by such Grantor the Borrower in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent Bank hereunder, shall be segregated from other funds of such Grantor the Borrower, and shall be forthwith paid over to the Collateral Agent Bank in the same form as so received (with any necessary indorsementendorsement) to be deposited in the Collateral Account held as cash collateral and either (Ai) released to such Grantor on the terms set forth in Section 7 Borrower so long as no Event of Default shall have occurred and be continuing or (Bii) if any Event of Default shall have occurred and be continuing, applied as provided in by Section 21(b) 15.2, and (iib) such Grantor the Borrower shall not adjust, settle settle, or compromise the amount or payment of any Receivable, release wholly or partly any Obligor account debtor or obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall will keep its jurisdiction of organizationchief executive office, the office where it keeps its records concerning the Collateral and originals of the Assigned Agreements Related Contracts to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor, at the location therefor specified in Section 8(a) or, upon 30 days’ prior written notice to the Collateral AgentTrustee, the Administrative Agent and the Public Trustee at such other location locations in a jurisdiction where all actions required by Section 9 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV III hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its records relating to the Collateral, the Assigned Agreements Related Contracts and chattel paper and shall will permit representatives of the Collateral Trustee, the Administrative Agent and the Public Trustee at any time during normal business hours to inspect and make abstracts from such records and other documents. (b) Except as otherwise provided in this subsection (b), each Grantor shall will continue to collect, at its own expense, all amounts due or to become due to such Grantor under the ReceivablesReceivables and the Related Contracts. In connection with such collections, such Grantor may take (and, at the direction of the Trustee, the Administrative Agent or the Public Trustee upon the occurrence and during the continuance of an Actionable Default, will take) such action as such Grantor or the Trustee may deem necessary or advisable to enforce collection of the ReceivablesReceivables and the Related Contracts; provided, however, that the Collateral Agent Trustee shall have the right at any timeright, upon the occurrence and during the continuance of an Event of Actionable Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors obligors under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Collateral Agent Trustee and to direct such Obligors obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent Trustee and, upon such notification and at the expense of such Grantor, to enforce collection of any such ReceivablesReceivables or Related Contracts, 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. After receipt by any Grantor of the notice from the Collateral Agent Trustee referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables and the Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Agent Trustee hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent Trustee in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Trust Account and either (A) released to such Grantor on such terms as provided in the terms set forth in Section 7 Trust Agreement so long as no Event of Actionable Default shall have occurred and be continuing or (B) if any Event of Actionable Default shall have occurred and be continuing, applied as provided in Section 21(b) and 17(b), (ii) such Grantor shall will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor obligor thereof, or allow any credit or discount thereon. No thereon and (iii) such Grantor shall will not permit or consent to the subordination of its right to payment under any of the Receivables or the Related Contracts to any other indebtedness or obligations of the Obligor obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall Pledgor (i) will preserve its current place of organization and (ii) will keep its jurisdiction of organizationchief executive office, and originals of the Assigned Agreements Related Contracts to which such Grantor Pledgor is a party and all originals of all chattel paper that evidence Receivables of such GrantorPledgor, at the location locations therefor specified in Section 8(a6(a) or, upon 30 days’ ' prior written notice to the Collateral AgentTrustees, at such other location locations in a jurisdiction where all actions required by Section 9 7 shall have been taken with respect to the Collateral of such Grantor Pledgor (and, upon the taking of such action in such jurisdiction, Schedule IV III hereto shall be automatically amended to include such other locationlocations). Each Grantor shall Pledgor will hold and preserve its records relating to the Collateral, the Assigned Agreements Related Contracts and chattel paper and shall will permit representatives of the Collateral Agent Trustees at any time during normal business hours to inspect and make abstracts from such records and other documents. (b) Except as otherwise provided in this subsection (b), each Grantor shall Pledgor will continue to collect, at its own expense, all amounts due or to become due to such Grantor Pledgor under the ReceivablesReceivables and the Related Contracts. In connection with such collections, such Grantor Pledgor may take (and, at the Collateral Trustees' direction, will take) such action as such Grantor Pledgor or the Collateral Trustees may reasonably deem necessary or advisable to enforce collection of the ReceivablesReceivables and the Related Contracts; providedPROVIDED, howeverHOWEVER, that the Collateral Agent Trustees shall have the right at any time, upon the occurrence and during the continuance of an Event of Actionable Default and upon written notice to such Grantor Pledgor of its intention to do so, to notify the Account Obligors under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Collateral Agent Trustees and to direct such Account Obligors to make payment of all amounts due or to become due to such Grantor Pledgor thereunder directly to the Collateral Agent Trustees and, upon such notification and at the expense of such GrantorPledgor, to enforce collection of any such ReceivablesReceivables or Related Contracts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor Pledgor might have done. After receipt by any Grantor Pledgor of the notice from the Collateral Agent Trustees referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor Pledgor in respect of the Receivables and the Related Contracts of such Grantor Pledgor shall be received in trust for the benefit of the Collateral Agent Trustees hereunder, shall be segregated from other funds of such Grantor Pledgor and shall be forthwith paid over to the Collateral Agent Trustees in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b) and (ii) such Grantor shall Pledgor will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Account Obligor thereof, or allow any credit or discount thereon. No Grantor shall Pledgor will permit or consent to the subordination of its right to payment under any of the Receivables or the Related Contracts to any other indebtedness or obligations of the Account Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each The Grantor shall keep its jurisdiction chief place of organizationbusiness and chief executive office and the office where it keeps its records concerning the Receivables, and originals of the Assigned Agreements to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantorevidenced Receivables, at the location therefor specified in Section 8(a5(a) or, upon 30 days’ ' prior written notice to the Collateral Agent, at such any other location locations in a jurisdiction where all actions required by Section 9 6 shall have been taken with respect to the Collateral of such Receivables. The Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its such records relating to the Collateral, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and other documentschattel paper. (b) Except as otherwise provided in this subsection (b), each the Grantor shall continue to collect, at its own expense, all amounts due or to become due to such the Grantor under the Receivables. In connection with such collections, such the Grantor may take and, at the Agent's direction, shall take such action as such the Grantor or the Agent may deem reasonably necessary or advisable to enforce collection of the Receivables; provided, however, that that, upon the Collateral occurrence and during the continuance of any Event of Default, the Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such the Grantor of its intention to do so, to notify the Obligors under any Receivables of the assignment of such Receivables to the Collateral Agent and to direct such Obligors account debtors or obligors to make payment of all amounts due or to become due to such the Grantor thereunder directly to the Collateral Agent for the benefit of the Secured Parties and, upon such notification and at the expense of such the Grantor, to enforce 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 the Grantor might have done. After receipt by any the Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such the Grantor in respect of the Receivables of such Grantor shall be received in trust for the Agent for the benefit of the Collateral Agent Secured Parties hereunder, shall be segregated from other funds of such the Grantor and shall be forthwith paid over to the Collateral Agent for the benefit of the Secured Parties in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account held as cash collateral and either (A) released to such the Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in by Section 21(b) 15(b), and (ii) such the Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor account debtor or obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor The Company shall keep its jurisdiction principal place of organizationbusiness and chief executive office and the office where it keeps its records concerning the Collateral, and originals copies of the any Assigned Agreements to which such Grantor is a party and all originals copies of all chattel paper that evidence Receivables of such GrantorReceivables, at the location therefor specified in Section 8(a9(a) orhereof, or upon 30 days’ ' prior written notice to the Collateral AgentTrustee, at such other location locations in a jurisdiction where all actions required by Section 9 10(h) hereof shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location)Collateral. Each Grantor shall The Company will hold and preserve its records relating to the Collateralsuch records, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent Trustee (at the Company's expense) at any time during normal business hours to inspect and make copies of and abstracts from such records and other documentschattel paper. (b) Except as otherwise provided in this subsection (b), each Grantor the Company shall continue to collect, at its own expense, all amounts due or to become due to such Grantor the Company under the Receivables. In connection with such collections, such Grantor the Company may take (and, at the Trustee's direction, shall take) such action as such Grantor the Company or the Trustee may deem reasonable, necessary or advisable to enforce collection of the Receivables; providedPROVIDED, howeverHOWEVER, that the Collateral Agent Trustee shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor the Company of its intention to do so, to notify the Obligors obligors under any Receivables of the assignment of such Receivables to the Collateral Agent Trustee and to direct such Obligors obligors to make payment of all amounts due or to become due to such Grantor the Company thereunder directly to the Collateral Agent Trustee and, upon such notification and at the expense of such Grantorthe Company, to enforce collection of any such Receivables, and to adjust, settle or compromise (on reasonable terms) the amount or payment thereof, in the same manner and to the same extent as such Grantor the Company might have done. After receipt by any Grantor the Company of the notice from the Collateral Agent Trustee referred to in the proviso PROVISO to the immediately preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor the Company in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent Trustee hereunder, shall be segregated from other property and funds of such Grantor the Company and shall be forthwith paid over to the Collateral Agent Trustee in the same form as so received (with any necessary indorsement) to and shall be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuingand, thereafter, applied as provided in accordance with Section 21(b20(b) hereof and (ii) such Grantor the Company shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall keep its jurisdiction principal place of organizationbusiness and its chief executive office, and originals the office where it keeps its records concerning the Collateral and the original copies of the Assigned Agreements to which such Grantor it is a party party, and all originals of all chattel paper that evidence Receivables of such Grantorits Receivables, at the location therefor specified in Section 8(a7(a) or, upon 30 days’ ' prior written notice to the Collateral Agent, at such other location locations in a jurisdiction where all actions required by Section 9 8 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location)Collateral. Each Grantor shall hold and preserve its records relating to the Collateralsuch records, the Assigned Agreements and chattel paper and shall permit representatives of the Collateral Administrative Agent at any time during normal business hours to inspect and make abstracts from such records and other documentschattel paper in accordance with Section 5.01(f) of the Credit Agreement. (b) Except as otherwise provided in this subsection (bSection 11(b), each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Receivables. In connection with such collections, such each Grantor may take (and, at the Agent's direction, shall take) such action as such Grantor or the Administrative Agent may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Collateral Administrative Agent shall have the right at any time, upon time after the occurrence and during the continuance of an Event of Default and Default, upon written notice to such Grantor of its intention to do so, to notify the Obligors account debtors or obligors under any Receivables of the assignment of such Receivables to the Collateral Administrative Agent and to direct such Obligors account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Administrative Agent and, upon such notification and at the expense of such Grantor, to enforce 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. After receipt by any Grantor of the notice from the Collateral Administrative Agent referred to in the proviso to the immediately preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Administrative Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Administrative Agent in the same form as so received (with any necessary indorsementindorsement or assignment) to be deposited in the Collateral Account held as cash collateral and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in by Section 21(b) 18(b), and (ii) such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor account debtor or obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall will keep its jurisdiction of organization, and originals of the Assigned Agreements to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor, chief executive office at the location therefor specified in Section 8(a) or, upon 30 days’ ' prior written notice to the Collateral Agent, at such other location in a jurisdiction where all actions required by Section 9 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV III hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its records relating to the Collateral, the Assigned Agreements Collateral and chattel paper and shall will permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and other documents. (ba) Except as otherwise provided in this subsection (b), each Grantor shall will continue to collect, at its own expense, all amounts due or to become due to such Grantor under the ReceivablesReceivables and the Related Contracts. In connection with such collections, such Grantor may take (and during the continuance of an Event of Default, at the Collateral Agent's direction, will take) such action as such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection of the ReceivablesReceivables and the Related Contracts; provided, however, that the Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such ReceivablesReceivables or Related Contracts, 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. After receipt by any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables and the Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsementendorsement) to be deposited in the Collateral Account and either either, as the Collateral Agent may in its sole discretion determine, (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b20(b) and (ii) such Grantor shall will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No Grantor shall will permit or consent to the subordination of its right to payment under any of the Receivables or the Related Contracts to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall keep its jurisdiction chief place of organizationbusiness and chief executive office and the office where it keeps its records concerning the Collateral, and originals the original copies of documents included in the Assigned Agreements to which such Grantor is a party Collateral and all originals of all chattel paper that evidence Receivables of such GrantorReceivables, at the location therefor specified in Section 8(a) or, upon 30 days’ ' prior written notice to the Collateral AgentTrustee, at such other location locations in a jurisdiction where all actions required by Section 9 9(e) shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location)Collateral. Each Grantor shall will hold and preserve its records relating to the Collateralsuch records, the Assigned Agreements documents and chattel paper and shall will permit representatives of the Collateral Agent Trustee at any time during normal business hours to inspect and make abstracts from such records and other documentschattel paper. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Receivables. In connection with such collections, such Grantor may take (and, at the Trustee's direction, shall take) such action as such Grantor or the Trustee may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Collateral Agent Trustee shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors obligors under any Receivables of the assignment of such Receivables to the Collateral Agent Trustee and to direct such Obligors obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent Trustee and, upon such notification and at the expense of such Grantor, to enforce 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. After receipt by any such Grantor of the notice from the Collateral Agent Trustee referred to in the proviso to the immediately preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent Trustee hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent Trustee in the same form as so received (with any necessary indorsement) to be deposited at the option of the Trustee in the Collateral Account and either (Aor another special pledged account maintained by the Trustee and, thereafter, applied in accordance with Section 19(b) released hereof, other than amounts to be used to cure any such Grantor on the terms set forth in Section 7 so long as no Event of Default or otherwise make any payment in respect of the Securities or make any payment or perform any obligation under the Indenture or other Security Documents (all of which, whether paid to the Grantor or the Trustee, shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(bmade available to the Grantor for such purposes) and (ii) such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall GKI shall, keep its jurisdiction chief place of organization, business and originals chief executive office and the office where it keeps its records concerning the Collateral and the original copies of the Assigned Agreements to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such GrantorReceivables, at the location therefor specified in Section 8(a4(a) or, upon 30 days’ ' prior written notice to the Collateral AgentSecured Party, at such other location locations in a jurisdiction where all actions required by Section 9 5 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location)Collateral. Each Grantor shall GKI will hold and preserve its records relating to the Collateralsuch records, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent Secured Party at any time during normal business hours to inspect and make abstracts from such records and other documentschattel paper. (b) Except as otherwise provided in this subsection (b), each Grantor GKI shall continue to collect, at its own expense, all amounts due or to become due to such Grantor GKI under the Receivables. In connection with such collections, such Grantor GKI may take such action as such Grantor GKI or the Secured Party may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Collateral Agent Secured -------- ------- Party shall have the right at any time, upon the occurrence and during the continuance continuation of an Event of Default and Default, upon written notice to such Grantor GKI of its intention to do so, to notify the Obligors obligors under any Receivables of the assignment of such Receivables to the Collateral Agent Secured Party and to direct such Obligors obligors to make payment of all amounts due or to become due to such Grantor GKI thereunder directly to the Collateral Agent Secured Party and, upon such notification and at the expense of such GrantorGKI, to enforce 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. After receipt by any Grantor GKI of the notice from the Collateral Agent Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and ------- proceeds (including instruments) received by such Grantor GKI in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent Secured Party hereunder, shall be segregated from other funds of such Grantor GKI and shall be forthwith paid over to the Collateral Agent Secured Party in the same form as so received (with any necessary indorsementendorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 GKI so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in by Section 21(b13(b) and (ii) such Grantor GKI shall not adjust, settle or compromise the amount or payment of any material Receivable, release wholly or partly any Obligor obligor thereof, or allow any material credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each 7.1 The Grantor shall keep its jurisdiction chief place of organizationbusiness and chief executive office and the office where it keeps its records concerning the Receivables, and originals of the Assigned Agreements to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such GrantorReceivables, at the location therefor specified in Section 8(a) 4.1 or, upon 30 days’ ' prior written notice to the Collateral AgentBank, at such any other location locations in a jurisdiction where all actions required by Section 9 5 shall have been taken with respect to the Collateral of such Receivables. The Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its such records relating to the Collateral, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent Bank at any time during normal business hours to inspect and make abstracts from such records and other documentschattel paper. (b) 7.2 Except as otherwise provided in this subsection (b)subsection, each the Grantor shall continue to collect, at its own expense, all amounts due or to become due to such the Grantor under the Receivables. In connection with such collections, such the Grantor may take (and, at the Bank's direction, shall take) such action as such the Grantor or the Bank may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Collateral Agent Bank shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event that, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to such the Grantor of its intention to do so, to notify the Obligors account debtors or obligors under any Receivables of the assignment of such Receivables to the Collateral Agent Bank and to direct such Obligors account debtors or obligors to make payment of all amounts due or to become due to such the Grantor thereunder directly to the Collateral Agent Bank and, upon such notification and at the expense of such the Grantor, to enforce collection of any such Receivables, and to adjust, settle settle, or compromise the amount or payment thereof, in the same manner and to the same extent as such the Grantor might have done. After receipt by any the Grantor of the notice from the Collateral Agent Bank referred to in the proviso to the preceding sentence, (ia) all amounts and proceeds (including instruments) received by such the Grantor in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent Bank hereunder, shall be segregated from other funds of such Grantor the Grantor, and shall be forthwith paid over to the Collateral Agent Bank in the same form as so received (with any necessary indorsementendorsement) to be deposited in the Collateral Account held as cash collateral and either (Ai) released to such the Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (Bii) if any Event of Default shall have occurred and be continuing, applied as provided in by Section 21(b) 13.2, and (iib) such the Grantor shall not adjust, settle settle, or compromise the amount or payment of any Receivable, release wholly or partly any Obligor account debtor or obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor Debtor shall keep its jurisdiction chief place of organizationbusiness and chief executive office and the office where it keeps its records concerning the Receivables, and originals of the Assigned Agreements to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor(until delivered to Agent), at the location therefor specified in Section 8(a3.1 (a) or, upon 30 days’ prior herein. Debtor shall have given written notice thereof to Agent no later than thirty (30) days prior to the Collateral Agent, at such other location in a jurisdiction where all actions required by Section 9 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location)moving thereto. Each Grantor shall Debtor will hold and preserve its such records relating to the Collateral, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from and copies of such records and other documentschattel paper as provided in the Credit Agreement. Debtor shall deliver to Agent or World Access, as the case may be, all instruments and Investment Property to be held by Agent or World Access, as the case may be, as collateral. (b) Except as otherwise provided in this subsection (bSection 4.4(b), each Grantor Debtor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor Debtor under the Receivables. In connection with such collections, such Grantor Debtor may take (and, at Agent's direction, shall take) such action as such Grantor Debtor or Agent may deem reasonably necessary or advisable to enforce collection of the Receivables; providedPROVIDED, however, that the Collateral Agent shall have the right at any time, (upon the occurrence and during the continuance of an Event of Default and upon written which is continuing) (without notice to such Grantor of its intention to do so, Debtor) to notify the Obligors account debtors or obligors under any Receivables of the assignment of such Receivables to the Collateral Agent and to direct such Obligors account debtors or obligors to make payment of all amounts due or to become due to such Grantor Debtor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such GrantorDebtor, to enforce collection of any such Receivables, Receivables and to adjust, settle settle, or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor Debtor might have done. After receipt by any Grantor Upon and after the occurrence of the notice from the Collateral Agent referred to in the proviso to the preceding sentencea Default or Event of Default that is continuing, (i) all amounts and proceeds (including instruments) received by such Grantor Debtor in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor Debtor, and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account held as cash collateral and either (Aa) released to such Grantor on the terms set forth in Section 7 Debtor so long as no Default or Event of Default shall have occurred and be continuing or (Bb) if any Default or Event of Default shall have occurred and be continuing, applied as provided in Section 21(b) and (ii) such Grantor herein. Debtor shall not adjust, settle settle, or compromise the amount or payment of any Receivable, release wholly or partly any Obligor account debtor or obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall will keep its jurisdiction of organizationchief executive office, and originals of the Assigned Agreements to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor, at the location therefor specified in Section 8(a) or, upon 30 days’ ' prior written notice to the Collateral Agent, at such other location in a jurisdiction where all actions required by Section 9 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its records relating to the Collateral, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and other documents. (b) Except as otherwise provided in this subsection (b), each Grantor shall will continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Receivables. In connection with such collections, such Grantor may take such action as such Grantor may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Receivables of the assignment of such Receivables to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce 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. After receipt by any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b) and (ii) such Grantor shall will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No Grantor shall will permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor 7.1. The Debtor shall keep its jurisdiction chief place of organization, business and originals of chief executive office and the Assigned Agreements to which such Grantor is a party and all originals of all chattel paper that evidence office where it keeps its records concerning the Receivables of such Grantor, at the location therefor specified in Section 8(a) Section 5.1 or, upon 30 days’ days prior written notice to the Collateral AgentSecured Party, at such any other location locations in a jurisdiction where all actions required by Section 9 6 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location)Receivables. Each Grantor shall The Debtor will hold and preserve its such records relating to the Collateral, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent Secured Party, upon 24 hour notice, at any time during normal business hours to inspect and make abstracts from such records and other documentsrecords. (b) Except as otherwise provided in this subsection (b), each Grantor 7.2. Debtor shall continue to collect, at its own expense, instruct all amounts due or to become due to such Grantor under the Receivables. In connection with such collections, such Grantor may take such action as such Grantor may deem necessary or advisable to enforce collection of the Receivables; providedaccount debtors to make payments to the post office box established pursuant to the Lock Box Agreement dated as of even date herewith, however(said Agreement, that the Collateral Agent shall have the right at any as it may hereafter be amended or otherwise modified from time to time, upon being referred to herein as the "Lock Box Agreement"). Upon the occurrence and during the continuance of an Event of Default Default, Secured Party or Secured Party's designee may, at any time, notify customers or account debtors of Debtor that the Receivables have been assigned to Secured Party and upon that Secured Party has a security interest therein, collect them directly, and charge the collection costs and expenses to Debtor's loan account, but, unless and until Secured Party does so or gives Debtor other written notice instructions, Debtor shall be entitled, subject to such Grantor the terms of its intention to do sothe Lock Box Agreement, to notify collect the Obligors under any Receivables of the assignment of such Receivables to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at receipt, Debtor shall immediately deliver to Secured Party the expense proceeds of such Grantor, to enforce collection of any such Receivables, together with a detailed collection report in form and manner satisfactory to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have doneSecured Party. After receipt by any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) Debtor agrees that all amounts and proceeds (including instruments) payments received by such Grantor Debtor in respect of connection with the Receivables of such Grantor and any other Collateral shall be received held in trust for the benefit Secured Party as Secured Party's trustee. The receipt of the Collateral Agent hereunderany wire transfer of funds, check, or other item of payment by Secured Party shall be segregated from immediately applied to conditionally reduce Debtor's Obligations, but shall not be considered a payment on account unless such check or other funds item of payment is honored when presented for payment. The receipt of any wire transfer, check or other item of payment by CHF shall be deemed to have been paid to CHF two (2) business days after the date CHF actually receives possession of such Grantor check or other item of payment for all funds other than federal government funds and shall be forthwith paid over to one (1) business day after the Collateral Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to date CHF actually receives possession of such Grantor on the terms set forth in Section 7 so long as no Event check or other item of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b) and (ii) such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereoffor all federal government funds.

Place of Perfection; Records; Collection of Receivables. (a) No Grantor will change its name, type of legal entity, federal tax identification number, organizational identification number or location from those set forth in Section 5(a) and Section 5(b) without first giving at least 30 days’ advance written notice to the Agent and taking all action required by the Agent for the purpose of perfecting or protecting the liens granted by this Agreement. Each Grantor shall will also keep its jurisdiction of organization, and the originals of the Assigned Agreements Related Contracts to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor, at the location therefor specified in Section 8(a5(a) or, upon 30 days’ prior written notice to the Collateral Agent, at such other location in a jurisdiction where all actions required by Section 9 6 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV III hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its records relating to the Collateral, the Assigned Agreements Related Contracts and chattel paper and shall will permit representatives of the Collateral Agent at any time during normal business hours and with reasonable prior notice to inspect and make abstracts from such records and other documents. (b) Except as otherwise provided in this subsection (b), each Grantor shall will continue to collect, at its own expense, all amounts due or to become due to such Grantor under the ReceivablesReceivables and the Related Contracts. In connection with such collections, such Grantor may take (and, at the Agent’s direction upon the occurrence and during the continuance of an Event of Default, will take) such action as such Grantor or the Agent may deem reasonably necessary or advisable to enforce collection of the ReceivablesReceivables and the Related Contracts; provided, however, provided that the Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do soDefault, to notify the Obligors obligors (each individually, a “Contract Obligor” and collectively, the “Contract Obligors”) under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Collateral Agent and to direct such Contract Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent or to any financial institution designated by the Agent as the Agent’s agent therefor and, upon such notification and at the expense of such Grantor, to enforce collection of any such ReceivablesReceivables or Related Contracts, and to adjust, settle or compromise the amount or payment thereof, in . Upon the same manner occurrence and to during the same extent as such Grantor might have done. After receipt by any Grantor continuance of the notice from the Collateral Agent referred to in the proviso to the preceding sentencean Event of Default, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables and the Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsementendorsement or assignment) to be deposited in the Collateral Account held as cash collateral and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b16(b) and (ii) such Grantor shall will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Contract Obligor thereof, or allow any credit or discount thereon. No Grantor shall will permit or consent to the subordination of its right to payment under any of the Receivables or the Related Contracts to any other indebtedness or obligations of the Contract Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall will keep its jurisdiction of organizationchief executive office, and originals of the Assigned Agreements Related Contracts to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor, at the location therefor specified in Section 8(a9(b) or, upon 30 days’ ' prior written notice to the Collateral Agent, at such other location in a jurisdiction where all actions required by Section 9 10 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its records relating to the Collateral, the Assigned Agreements Related Contracts and chattel paper and shall will permit representatives of the Collateral Agent at any time during normal business hours and upon notice given reasonably in advance to inspect and make abstracts from such records and other documents. (b) Except as otherwise provided in this subsection (b), each Grantor shall will continue to collect, at its own expense, all amounts due or to become due to such Grantor under the ReceivablesReceivables and the Related Contracts. In connection with such collections, such Grantor may take (and, at the Agent's direction, will take) such action as such Grantor or the Agent may deem necessary or advisable to enforce collection of the ReceivablesReceivables and the Related Contracts; providedPROVIDED, howeverHOWEVER, that so long as an Event of Default shall exist the Collateral Agent shall have the right at any time, upon in the occurrence and during event that the continuance Agent in good faith it believes that the prospect of an Event payment of Default the Secured Obligations in the normal course, or the performance or collection of the Receivables or the Related Contracts of such Grantor, is impaired and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such ReceivablesReceivables or Related Contracts, 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. After receipt by any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables and the Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 8 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b20(b) and (ii) such Grantor shall will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No Grantor shall will permit or consent to the subordination of its right to payment under any of the Receivables or the Related Contracts to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall will keep its jurisdiction principal place of organizationbusiness and chief executive office, and originals of the Assigned Agreements to which such Grantor is a party Agreements, Related Contracts and all originals of all chattel paper that evidence Receivables of such Grantoror constitute Receivables, at the location therefor specified in Section 8(a7(a) or, upon 30 days’ ' prior written notice to the Collateral Agent, at such other location in a jurisdiction where all actions required by Section 9 8 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV III hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its records relating to the Collateral, the Assigned Agreements Agreements, the Related Contracts and chattel paper and shall and, subject to Section 5.01(f) of the Credit Agreement, will permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and other documents. No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the provisions of Section 4 in order to perfect the security interest granted hereunder in such Collateral. (b) Except as otherwise provided in this subsection (b), each Grantor shall will continue to collect, at its own expense, all amounts due or to become due to such Grantor under the ReceivablesReceivables and the Related Contracts. In connection with such collections, such Grantor may take (and, at the Collateral Agent's direction, will take) such action as such Grantor or the Collateral Agent may reasonably deem necessary or advisable to enforce collection of the ReceivablesReceivables and the Related Contracts; provided, however, that the Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and Default, upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such ReceivablesReceivables or Related Contracts, 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. After receipt by any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables of such Grantor and the Related Contracts shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b19(b) and (ii) such Grantor shall will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No Grantor shall will permit or consent to the subordination of its right to payment under any of the Receivables or the Related Contracts to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall keep its jurisdiction principal place of organizationbusiness and its chief executive office, and originals the office where it keeps its records concerning the Collateral of such Grantor and the original copies of the Assigned Agreements of such Grantor to which such Grantor it is a party party, and all originals of all chattel paper that evidence Receivables of such Grantorits Receivables, at the location therefor specified in Section 8(a) or, upon 30 days’ ' prior written notice to the Collateral Agent, at such other location locations in a jurisdiction where all actions required by Section 9 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location)Collateral. Each Grantor shall hold and preserve its records relating to the Collateralsuch records, the Assigned Agreements and chattel paper and shall permit representatives of the Collateral Agent at any time during normal business hours of such Grantor to inspect and make abstracts from such records and other documentschattel paper. If the jurisdiction of any securities intermediary that maintains a Securities Account or the jurisdiction of any commodity intermediary that maintains a Commodity Account shall change from that jurisdiction specified in Section 8(f), such Grantor shall promptly notify the Agent of such change and of such new jurisdiction. (b) Except as otherwise provided in this subsection (bSection 12(b), each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Receivables. In connection with such collections, such each Grantor may take (and, at the Agent's direction, shall take) such action as such Grantor or the Agent may reasonably deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Collateral Agent shall have the -------- ------- right at any time, upon time after the occurrence and during the continuance of an Event of Default and Default, upon written notice to such Grantor of its intention to do so, to notify the Obligors account debtors or obligors under any Receivables of the assignment of such Receivables to the Collateral Agent and to direct such Obligors account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce 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. After receipt by any Grantor of the notice from the Collateral Agent referred to in the proviso to the immediately preceding ------- sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsementindorsement or assignment) to be deposited in the Collateral Account held as cash collateral and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in by Section 21(b) 19(b), and (ii) such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor account debtor or obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each The Grantor shall keep its jurisdiction chief place of organization, business and originals of chief executive office and the Assigned Agreements to which such Grantor is a party office where it keeps its records concerning the Collateral and all originals of all chattel paper that evidence Receivables of such GrantorReceivables, at the location therefor specified in Section 8(a5(a) or, upon 30 days’ ' prior written notice to the Collateral AgentSecured Party, at such other location locations in a jurisdiction where all actions required by Section 9 6 shall have been taken with respect to the Collateral of such Collateral. The Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its such records relating to the Collateral, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent Secured Party at any time during normal business hours to inspect and make abstracts from such records and other documentschattel paper. (b) Except as otherwise provided in this subsection (b), each the Grantor shall have the sole right to continue to collect, at its own expense, all amounts due or to become due to such the Grantor under the Receivables. In connection with such collections, such the Grantor may take such action as such the Grantor or the Secured Party may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Collateral Agent Secured Party shall have the right at any time, upon time following the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do soDefault, to notify the Obligors under any Receivables of the assignment of such Receivables to the Collateral Agent Secured Party and to direct such Obligors to make payment of all amounts due or to become due to such the Grantor thereunder directly to the Collateral Agent Secured Party and, upon such notification and at the expense of such the Grantor, to enforce 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 the Grantor might have done, and Secured Party also agrees to provide prompt notice (in advance, if reasonably practicable) of same to Grantor. After receipt by any the Grantor of the notice from the Collateral Agent Secured Party referred to in the proviso to the preceding sentence, and until an Event of Default no longer exists (i) all amounts and proceeds (including instruments) received by such the Grantor in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor Secured Party hereunder and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in by Section 21(b15(b) and (ii) such the Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall will not change its name, type of legal entity, federal tax identification number, organizational identification number or location from those set forth in Section 8(a) and (b) of this Agreement without first giving at least 30 days' advance written notice to the Collateral Agent and taking all action required by the Collateral Agent for the purpose of perfecting or protecting the liens granted by this Agreement. Each Grantor will also keep its jurisdiction of organization, and the originals of the Assigned Agreements and Related Contracts to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor, at the location therefor specified in Section 8(a) or, upon 30 days’ ' prior written notice to the Collateral Agent, at such other location in a jurisdiction where all actions required by Section 9 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its records relating to the Collateral, the Assigned Agreements Agreements, the Related Contracts and chattel paper and shall will permit representatives of the Collateral Agent at any time during normal business hours and with reasonable prior notice to inspect and make abstracts from such records and other documents. (b) Except as otherwise provided in this subsection (b), each Grantor shall will continue to collect, at its own expense, all amounts due or to become due to such Grantor under the ReceivablesReceivables and the Related Contracts. In connection with such collections, such Grantor may take (and, at the Collateral Agent's direction upon the occurrence and during the continuance of an Event of Default, will take) such action as such Grantor or the Collateral Agent may deem reasonably necessary or advisable to enforce collection of the ReceivablesReceivables and the Related Contracts; provided, however, provided that the Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors obligors (each individually, a "CONTRACT OBLIGOR" and collectively, the "CONTRACT OBLIGORS") under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Collateral Agent and to direct such Contract Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such ReceivablesReceivables or Related Contracts, 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. After receipt by any Grantor Upon the occurrence and during the continuance of the notice from the Collateral Agent referred to in the proviso to the preceding sentencean Event of Default, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables and the Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account held as cash collateral and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b) and (ii) such Grantor shall will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Contract Obligor thereof, or allow any credit or Security Agreement discount thereon. No Grantor shall will permit or consent to the subordination of its right to payment under any of the Receivables or the Related Contracts to any other indebtedness or obligations of the Contract Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall keep its jurisdiction chief place of organization, business and originals of chief executive office and the Assigned Agreements to which such Grantor is a party office where it keeps its records concerning the Collateral and all originals of all chattel paper that evidence Receivables of such GrantorReceivables, at the location therefor specified in Section 8(a5(a) or, upon 30 days’ ' prior written notice to the Collateral AgentSecured Party, at such other location locations in a jurisdiction where all actions required by Section 9 6 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location)Collateral. Each Grantor shall will hold and preserve its such records relating to the Collateral, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent Secured Party at any time during normal business hours to inspect and make abstracts from such records and other documentschattel paper. (b) Except as otherwise provided in this subsection (b), each Grantor shall have the sole right to continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Receivables. In connection with such collections, such each Grantor may take such action as such Grantor or the Secured Party may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Collateral Agent Secured Party shall have the right at any time, upon time following the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do soDefault, to notify the Obligors obligors under any Receivables of the assignment of such Receivables to the Collateral Agent Secured Party and to direct such Obligors obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent Secured Party and, upon such notification and at the expense of such Grantor, to enforce 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, and the Secured Party also agrees to provide prompt notice (in advance, if reasonably practicable) of same to such Grantor. After receipt by any each Grantor of the notice from the Collateral Agent Secured Party referred to in the proviso to the preceding sentence, and until an Event of Default no longer exists (i) subject to the Note Purchase Agreement and the Interim DIP Order, all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor Secured Party hereunder and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in by Section 21(b15(b) and (ii) such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall keep its jurisdiction chief place of organizationbusiness and chief executive office and the office where it keeps its records concerning the Collateral, and originals the original copies of the Assigned Agreements to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of pledged by such GrantorGrantor hereunder, at the location therefor specified in Section 8(a9(a) or, upon 30 days’ ' prior written notice to the Collateral Administrative Agent, at such other location locations in a jurisdiction where all actions required by Section 9 10 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location)Collateral. Each Grantor shall will hold and preserve its records relating to the Collateralsuch records, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Administrative Agent at any time during normal business hours to inspect and make abstracts from such records and other documentschattel paper. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Receivables. In connection with such collections, such each Grantor may take (and, at the Administrative Agent's direction, shall take) such action as such Grantor or the Administrative Agent may deem necessary or advisable to enforce collection of the ReceivablesReceivables pledged by such Grantor hereunder; provided, however, that the Collateral Administrative Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Receivables of the assignment of such Receivables to the Collateral Administrative Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Administrative Agent and, upon such notification and at the expense of such Grantor, to enforce 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. After receipt by any Grantor of the notice from the Collateral Administrative Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the such Receivables of such Grantor shall be received in trust for the benefit of the Collateral Administrative Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Administrative Agent in the same form as so received (with any necessary indorsement) to be deposited in the Cash Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 8 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in by Section 21(b) and (ii) such Grantor shall not adjust, settle or compromise the amount or payment of any Receivablesuch Receivable pledged by such Grantor hereunder, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall will keep its jurisdiction of organizationchief executive office, and originals of the Assigned Agreements Agreements, and Related Contracts to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor, at the location therefor specified in Section 8(a5(a) or, upon 30 days’ ' prior written notice to the Collateral AgentSecured Party, at such other location in a jurisdiction where all actions required by Section 9 6 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its records relating to the Collateral, the Assigned Agreements Agreements, the Related Contracts and chattel paper and shall will permit representatives of the Collateral Agent Secured Party at any time during normal business hours to inspect and make abstracts from such records and other documents. (b) Except as otherwise provided in this subsection (b), each Grantor shall will continue to collect, at its own expense, all amounts due or to become due to such Grantor under the ReceivablesReceivables and the Related Contracts. In connection with such collections, such Grantor may take (and, at the Secured Party's direction, will take) such action as such Grantor or the Secured Party may deem necessary or advisable to enforce collection of the ReceivablesReceivables and the Related Contracts; provided, however, that the Collateral Agent Secured Party shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Collateral Agent Secured Party and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent Secured Party and, upon such notification and at the expense of such Grantor, to enforce collection of any such ReceivablesReceivables or Related Contracts, 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. After receipt by any Grantor of the notice from the Collateral Agent Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables and the Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Agent Secured Party hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent Secured Party in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b17(b) and (ii) such Grantor shall will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No Grantor shall will permit or consent to the subordination of its right to payment under any of the Receivables or the Related Contracts to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each The Grantor shall not change the jurisdiction under whose laws it is organized. The Grantor shall keep its jurisdiction of organizationchief executive office and the office where it keeps its records concerning the Collateral, and originals of the Assigned Agreements to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantorthe Receivables, at the location therefor specified in Section 8(a4(a) or, upon 30 days’ prior written notice to the Collateral AgentLender, at such other location locations in a jurisdiction where all actions required by Section 9 5 shall have been taken with respect to the Collateral of such Collateral. The Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its such records relating to the Collateral, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent Lender at any time during normal business hours to inspect and make abstracts from such records and other documentschattel paper. (b) Except as otherwise provided in this subsection (bSection 8(b), each the Grantor shall continue to collect, at its own expense, all amounts due or to become due to such the Grantor under the Receivables. In connection with such collections, such the Grantor may take (and, at the Lender’s direction, shall take) such action as such the Grantor or the Lender may deem necessary or advisable to enforce collection of the such Receivables; provided, however, that the Collateral Agent Lender shall have the right at any time, upon the occurrence and during the continuance of an Event of a Default and upon written notice to such the Grantor of its intention to do so, to notify the Obligors obligors under any such Receivables of the assignment of such Receivables to the Collateral Agent Lender and to direct such Obligors obligors to make payment of all amounts due or to become due to such the Grantor thereunder directly to the Collateral Agent Lender and, upon such notification and at the expense of such the Grantor, to enforce 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 the Grantor might have done. After receipt by any the Grantor of the notice from the Collateral Agent Lender referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such the Grantor in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent Lender hereunder, shall be segregated from other funds of such the Grantor and shall be forthwith paid over to the Collateral Agent Lender in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing), applied as provided in Section 21(b) and (ii) such the Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a1) Each Grantor The Borrower shall keep its jurisdiction chief place of organizationbusiness and chief executive office and the office where it keeps its records concerning the Receivables, and originals the original copies of the Assigned Agreements to which such Grantor is a party and all the originals of all chattel paper that evidence Receivables of such GrantorReceivables, at the location therefor specified in Section 8(a4.01(1) or, upon 30 days’ ' prior written notice to the Collateral AgentLender, at such any other location locations in a jurisdiction where all actions required by Section 9 6.01 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location)Receivables. Each Grantor shall The Borrower will hold and preserve its records relating to the Collateralsuch records, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent Lender at any time during normal business hours to inspect and make abstracts from such records and other documentschattel paper. (b2) Except as otherwise provided in this subsection (b2), each Grantor the Borrower shall continue to collect, at its own expense, all amounts due or to become due to such Grantor the Borrower under the Receivables. In connection with such collections, such Grantor the Borrower may take (and, at the Lender's direction, shall take) such action as such Grantor the Borrower or the Lender may deem necessary or advisable to enforce collection of the Receivables; : provided, however, that the Collateral Agent Lender shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to such Grantor the Borrower of its intention to do so, to notify the Obligors account debtors or obligors under any Receivables of the assignment of such Receivables to the Collateral Agent Lender and subject to any priority interests of other secured creditors to direct such Obligors account debtors or obligors to make payment of all amounts due or to become due to such Grantor the Borrower thereunder directly to the Collateral Agent and, Lender and upon such notification and at the expense of such Grantorthe Borrower, to enforce collection of any such Receivables, and to adjust, settle settle, or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor the Borrower might have done. After receipt by any Grantor the Borrower of the notice from the Collateral Agent Lender referred to in the proviso to the preceding sentence, (ia) all amounts and proceeds (including instruments) received by such Grantor the Borrower in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent Lender hereunder, shall be segregated from other funds of such Grantor the Borrower, and shall be forthwith paid over to the Collateral Agent Lender in the same form as so received (with any necessary indorsementendorsement) to be deposited in the Collateral Account held as cash collateral and either (Ai) released to such Grantor on the terms set forth in Section 7 Borrower so long as no Event of Default shall have occurred and be continuing or (Bii) if any Event of Default shall have occurred and be continuing, applied as provided in by Section 21(b) 13.01(2), and (iib) such Grantor the Borrower shall not adjust, settle settle, or compromise the amount or payment of any Receivable, release wholly or partly any Obligor account debtor or obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall will keep its jurisdiction of organization, and originals of the Assigned Agreements to which such Grantor is a party chief executive office and all originals of all chattel paper that evidence Receivables of such Grantor, at the location therefor specified in Section 8(a9(a) or, upon 30 days’ days= prior written notice to the Collateral Administrative Agent, at such other location in a jurisdiction where all actions required by Section 9 10 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve preserve, subject to its ordinary course document retention policy, its records relating to the Collateral, the Assigned Agreements Related Contracts and chattel paper and shall will permit representatives of the Collateral Agent Administrative Agent, at any reasonable time during normal business hours (and if no Event of Default has occurred and is continuing, upon reasonable notice), to inspect and make abstracts from such records and other documents. (b) Except as otherwise provided in this subsection (b), each Grantor shall will continue to collect, at its own expense, all amounts due or to become due to such Grantor under the ReceivablesReceivables and the Related Contracts. In connection with such collections, such Grantor may take (and, at the Administrative Agent's direction, will take) such action as such Grantor or the Administrative Agent may deem necessary or advisable to enforce collection of the ReceivablesReceivables and the Related Contracts; provided, however, that the Collateral Administrative Agent shall have the right at any time, upon the occurrence and during the continuance of an a Default under Section 6.01(a) or (f) of the Credit Agreement or any Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Collateral Administrative Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Administrative Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such ReceivablesReceivables or Related Contracts, 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. After receipt by any Grantor of the notice from the Collateral Administrative Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables and the Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Administrative Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Administrative Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 8 so long as no Default under Section 6.01(a) or (f) of the Credit Agreement or any Event of Default shall have occurred and be continuing or (B) if any Default under Section 6.01(a) or (f) of the Credit Agreement or any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b20(b) and (ii) such Grantor shall will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No Grantor shall will permit or consent to the subordination of its right to payment under any of the Receivables or the Related Contracts to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor The Company shall keep its jurisdiction principal place of organizationbusiness and chief executive office and the office where it keeps its records concerning the Collateral, and originals copies of the any Assigned Agreements to which such Grantor is a party and all originals copies of all chattel paper that evidence Receivables of such GrantorReceivables, at the location therefor specified in Section 8(a9(a) orhereof, or upon 30 days’ ' prior written notice to the Collateral AgentTrustee, at such other location locations in a jurisdiction where all actions required by Section 9 10 (h) hereof shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location)Collateral. Each Grantor shall The Company will hold and preserve its records relating to the Collateralsuch records, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent Trustee (at the Company' s expense) at any time during normal business hours to inspect and make copies of and abstracts from such records and other documentschattel paper. (b) Except as otherwise provided in this subsection (b), each Grantor the Company shall continue to collect, at its own expense, all amounts due or to become due to such Grantor the Company under the Receivables. In connection with such collections, such Grantor the Company may take (and, at the Trustee's direction, shall take) such action as such Grantor the Company or the Trustee may deem reasonable, necessary or advisable to enforce collection of the Receivables; providedPROVIDED, howeverHOWEVER, that the Collateral Agent Trustee shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor the Company of its intention to do so, to notify the Obligors obligors under any Receivables of the assignment of such Receivables to the Collateral Agent Trustee and to direct such Obligors obligors to make payment of all amounts due or to become due to such Grantor the Company thereunder directly to the Collateral Agent Trustee and, upon such notification and at the expense of such Grantorthe Company, to enforce collection of any such Receivables, and to adjust, settle or compromise (on reasonable terms) the amount or payment thereof, in the same manner and to the same extent as such Grantor the Company might have done. After receipt by any Grantor the Company of the notice from the Collateral Agent Trustee referred to in the proviso to the immediately preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor the Company in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent Trustee hereunder, shall be segregated from other property and funds of such Grantor the Company and shall be forthwith paid over to the Collateral Agent Trustee in the same form as so received (with any necessary indorsement) to and shall be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuingand, thereafter, applied as provided in accordance with Section 21(b20 (b) hereof and (ii) such Grantor the Company shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall will keep its jurisdiction of organization, and originals of the Assigned Agreements Agreements, and Related Contracts to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor, at the location therefor specified in Section 8(a) or, upon 30 days’ ' prior written notice to the Collateral Administrative Agent, at such other location in a jurisdiction where all actions required by Section 9 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its records relating to the Collateral, the Assigned Agreements Agreements, the Related Contracts and chattel paper and shall will permit representatives of the Collateral Administrative Agent at any time during normal business hours and upon reasonable notice to inspect and make abstracts from such records and other documents. (b) Except as otherwise provided in this subsection (b), each Grantor shall will continue to collect, at its own expense, all amounts due or to become due to such Grantor under the ReceivablesReceivables and the Related Contracts. In connection with such collections, such Grantor may take (and, at the Administrative Agent's direction, will take) such action as such Grantor or the Administrative Agent may deem necessary or advisable to enforce collection of the ReceivablesReceivables and the Related Contracts; providedPROVIDED, howeverHOWEVER, that the Collateral Administrative Agent shall have the right at any time, upon the occurrence and during the continuance of an a Default under Section 7.01(a) or (f) of the Credit Agreement, or upon the occurrence of Event of Default Default, in its sole discretion and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Collateral Administrative Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Administrative Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such ReceivablesReceivables or Related Contracts, 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. After receipt by any Grantor of the notice from the Collateral Administrative Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables and the Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Administrative Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Administrative Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 5(f) so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b20(d) and (ii) such Grantor shall will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof, or allow any credit or discount thereonthereon without the consent of the Administrative Agent. No Upon the occurrence and during the continuance of a Default under Section 7.01(a) or (f) of the Credit Agreement, or upon the occurrence of Event of Default, no Grantor shall will permit or consent to the subordination of its right to payment under any of the Receivables or the Related Contracts to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall will keep its jurisdiction of organization, and originals of the Assigned Agreements to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor, at the location therefor specified in Section 8(a) or, upon 30 days’ ' prior written notice to the Collateral Agent, at such other location in a jurisdiction where all actions required by Section 9 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its records relating to the Collateral, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and other documents. (b) Except as otherwise provided in this subsection (b), each Grantor shall will continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Receivables. In connection with such collections, such Grantor may take such action as such Grantor may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Receivables of the assignment of such Receivables to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce 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. After receipt by any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b) and (ii) such Grantor shall will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No Grantor shall will permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall will not change its name, type of legal entity, federal tax identification number, organizational identification number or location from those set forth in Section 8(a) and Section 8(b) without first giving at least 15 days’ advance written notice to the Collateral Agent and taking all action required by the Collateral Agent for the purpose of perfecting or protecting the liens granted by this Agreement. Each Grantor will also keep its jurisdiction of organization, and the originals of the Assigned Agreements and Related Contracts to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor, at the location therefor specified in Section 8(a) or, upon 30 15 days’ prior written notice to the Collateral Agent, at such other location in a jurisdiction where all actions required by Section 9 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location). Each Grantor shall will hold and preserve its records relating to the Collateral, the Assigned Agreements Agreements, the Related Contracts and chattel paper and shall will permit representatives of the Collateral Agent at any time during normal business hours and with reasonable prior notice to inspect and make abstracts from such records and other documents. (b) Except as otherwise provided in this subsection (b), each Grantor shall will continue to collect, at its own expense, all amounts due or to become due to such Grantor under the ReceivablesReceivables and the Related Contracts. In connection with such collections, such Grantor may take (and, at the Collateral Agent’s direction upon the occurrence and during the continuance of an Event of Default, will take) such action as such Grantor or the Collateral Agent may deem reasonably necessary or advisable to enforce collection of the ReceivablesReceivables and the Related Contracts; provided, however, provided that the Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors obligors (each individually, a “Contract Obligor” and collectively, the “Contract Obligors”) under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Collateral Agent and to direct such Contract Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such ReceivablesReceivables or Related Contracts, 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. After receipt by any Grantor Upon the occurrence and during the continuance of the notice from the Collateral Agent referred to in the proviso to the preceding sentencean Event of Default, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables and the Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsementendorsement) to be deposited in the Collateral Account held as cash collateral and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b) and (ii) such Grantor shall will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Contract Obligor thereof, or allow any credit or discount thereon. No Grantor shall will permit or consent to the subordination of its right to payment under any of the Receivables or the Related Contracts to any other indebtedness or obligations of the Contract Obligor thereof.

Place of Perfection; Records; Collection of Receivables. (a) Each Grantor shall keep its jurisdiction chief place of organization, business and originals chief executive office and the office where it keeps its records concerning the Collateral; and the original copies of the Assigned Agreements to which of such Grantor is a party Grantor, and all originals of all chattel paper that evidence which evidences or constitutes Receivables (other than rental contracts located in the ordinary course of such Grantorbusiness at the Borrower's branch offices), at the location therefor specified in Section 8(a8(e) or, upon 30 days’ ' prior written notice to the Collateral Administrative Agent, at such other location locations in a jurisdiction where all actions required by Section 9 shall have been taken with respect to the Collateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule IV hereto shall be automatically amended to include such other location)Collateral. Each Grantor shall will hold and preserve its records relating to the Collateralsuch records, the Assigned Agreements and chattel paper and shall will permit representatives of the Collateral Administrative Agent at any time during normal business hours to inspect and make abstracts from such records and other documentschattel paper. (b) Except as otherwise provided in this subsection (b), each such Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the ReceivablesReceivables and Related Contracts. In connection with such collections, upon and after an Event of Default which is continuing, such Grantor may take (and, following an Event of Default which is continuing at the Administrative Agent's direction, shall take) such action as such Grantor or the Administrative Agent may deem necessary or advisable to enforce collection of the ReceivablesReceivables and Related Contracts; provided, however, that the Collateral Administrative Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor the Borrower of its intention to do so, to notify the Obligors under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Collateral Administrative Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Administrative Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such ReceivablesReceivables or Related Contracts, 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. After receipt by any such Grantor of the notice from the Collateral Administrative Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables of such Grantor or the Related Contracts shall be received in trust for the benefit of the Collateral Administrative Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Administrative Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 21(b) by the terms of the Credit Agreement and (ii) such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor obligor thereof, or allow any credit or discount thereon. No Grantor shall permit or consent to the subordination of its right to payment under any of the Receivables to any other indebtedness or obligations of the Obligor thereof.