Common use of Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts Clause in Contracts

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower will not change its name, type of organization, jurisdiction of organization or organizational identification number from those set forth in Section 8(a) of this Agreement (except in connection with the Merger) without first giving at least 20 days’ prior written notice to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. The Borrower will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives of the Collateral Agent to inspect and make abstracts from such records and other documents as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit Documents. If the Borrower does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower will continue to collect, at its own expense, all amounts due or to become due the Borrower under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower may take such action as the Borrower or the Collateral Agent may deem necessary to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, 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 the Borrower of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrower, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth in Section 9-607 of the UCC. After receipt by the Borrower of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an account secured for the benefit of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be continuing, applied as provided in Section 22(b) and (ii) the Borrower will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower will Grantor shall not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location from those set forth in Section 8(a6(a) of this Agreement (except in connection with the Merger) without first giving at least 20 days’ prior written notice to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this AgreementAgent. The Borrower Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives of the Collateral Agent at any time during normal business hours and upon reasonable notice to inspect and make abstracts from such records and other documents as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit Documentsdocuments. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number. (b) Except as otherwise provided in this subsection (b)Section 11, the Borrower Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower to Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower Grantor may take such action as the Borrower or the Collateral Agent Grantor may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, 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 the Borrower of its intention to do soDefault, to notify take any steps it or the Obligors other Secured Parties may deem necessary or advisable, including but not limited to, notifying the obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct directing such Obligors obligors to make payment of all amounts due or to become due to the Borrower Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the BorrowerGrantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an account secured for the benefit of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be continuing, applied as provided in Section 22(b) and (ii) the Borrower Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor obligor thereof or allow any credit or discount thereon. The Borrower No Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness indebtedness or obligations Obligations of the Obligor obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location from those set forth in Section 8(a7(a) of this Agreement (except in connection with the Merger) without first giving at least 20 30 days’ ' prior written notice to the Collateral Agent Trustees and taking all action reasonably required by the Collateral Agent Trustees for the purpose of perfecting or protecting the security interest granted by this Agreement. The Borrower will not change the location of the place where it keeps the originals of the Assigned Agreements and Related Contracts to which the Borrower is a party and all originals of all chattel paper that evidence Receivables of the Borrower from the locations therefor specified in Section 7(a) without first giving the Collateral Trustees 30 days' prior written notice of such change. No Grantor will become bound by a security agreement authenticated by another Person (determined as provided in Section 9-203(d) of the UCC) without giving the Collateral Trustees 30 days' prior written notice thereof and taking all action required by the Collateral Trustees to ensure that the perfection and first priority nature of the Collateral Trustees' security interest in the Collateral will be maintained. Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and 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 as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit Documentsdocuments. If the Borrower Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent Trustees of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower may take such action as the Borrower or the Collateral Agent may deem necessary to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, 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 the Borrower of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrower, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth in Section 9-607 of the UCC. After receipt by the Borrower of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an account secured for the benefit of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be continuing, applied as provided in Section 22(b) and (ii) the Borrower will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or the location of Collateral (other than goods in transit and Collateral with a value not to exceed $7,500,000 in the aggregate) from those set forth in Section 8(a6(a) of this Agreement (except in connection with the Merger) without first giving at least 20 30 days’ prior written notice to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. The Borrower Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives of the Collateral Agent to inspect and make abstracts from such records and other documents as pursuant to and subject to the conditions set forth in Section 6.18 5.10 of the Credit Agreement and otherwise specified in the Additional Credit DocumentsAgreement. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collectcollect pursuant to past practices, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take such action as the Borrower or the Collateral Agent such Grantor may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, 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 the Borrower such Grantor of its intention to do so, to notify the Obligors under any Assigned AgreementsAgreements (other than any Contractor Services Agreement), Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentencesentence and so long as the Event of Default referred to in such notice is continuing, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an a cash collateral account secured for the benefit of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be continuing, applied as provided in Section 22(b20(b) and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location from those set forth in Section 8(a5(a) of this Agreement (except in connection with the Merger) without first giving at least 20 30 days’ prior written notice to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the purpose of perfecting or maintaining the perfection of or protecting the security interest granted by this Agreement. The Borrower Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives of the Collateral Agent to visit and inspect and make abstracts from such its records and other documents as on the terms set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit DocumentsAgreement. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number. Upon request by the Collateral Agent from time to time (but not more than once each calendar quarter unless an Event of Default has occurred and is continuing), each Grantor shall promptly notify the Collateral Agent of any deposit account that has been opened by (or on account of) such Grantor that is not listed on Schedule II hereto. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take (and, upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s direction, will take) such action as the Borrower such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, 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 Default, to the extent permitted by applicable law (it being understood that the following remedies in this Section 9(b) shall not be available to the Collateral Agent with respect to Medicare and Medicaid receivables except as specifically noted below), upon written notice to the Borrower such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might Project Trinity Security Agreement have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunderhereunder (except that the funds received from Medicare and Medicaid shall not be received in trust for the benefit of the Collateral Agent hereunder but shall otherwise be subject to the remedies that follow in this sentence), shall be segregated from other funds of the Borrower such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement; provided, that Medicare and Medicaid receivables shall be paid over only after deposit in an account under the control of the Grantor) to be deposited in an account secured for under the benefit dominion and control of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 such Grantor so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event Event of Default shall have occurred and be continuing, applied as provided in Section 22(b19(b) and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower No Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organizational identification number from those set forth in Section 8(aSchedule VI hereto, or change the location of Equipment and Inventory (other than Equipment and Inventory in transit or out for repair or maintenance and Equipment and Inventory with a value not to exceed $7,500,000 in the aggregate) of this Agreement (except from those set forth in connection with the Merger) Schedule VIII hereto, without first giving at least 20 days’ prior written notice to the Collateral Agent within 10 Business Days subsequent thereto (or such other longer period of time as approved by the Collateral Agent) and taking shall thereafter promptly take all action reasonably required by the Collateral Agent in writing for the purpose of perfecting or protecting maintaining the perfection of the security interest granted by this Agreement. The Borrower Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives of the Collateral Agent to inspect and make abstracts from such records and other documents as pursuant to and subject to the conditions set forth in Section 6.18 5.10 of the Credit Agreement and otherwise specified in the Additional Credit DocumentsAgreement. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collectcollect pursuant to past practices or its reasonable commercial judgment, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take such action as the Borrower or the Collateral Agent such Grantor may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; providedprovided , howeverhowever , that, subject to the terms of the Collateral Agency Agreement, 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 the Borrower such Grantor of its intention to do so, to notify the Obligors obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment security interest of the Collateral Agent in such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentencesentence and so long as the Event of Default referred to in such notice is continuing, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an a cash collateral account secured for the benefit of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be continuing, applied as provided in Section 22(b20(b) and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor obligor thereof or allow any credit or discount thereon. The Borrower will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location, except that any such changes shall be permitted (so long as not in violation of the applicable requirements of the Secured Debt Agreements and so long as same do not involve (x) a registered organization ceasing to constitute same or (y) such Grantor changing its jurisdiction of organization or location from those set forth in Section 8(athe United States or a State thereof to a jurisdiction of organization or location, as the case may be, outside the United States or a State thereof) of this Agreement if (except in connection with i) it shall have given to the Merger) without first giving at least 20 Collateral Agent not less than 15 days’ prior written notice of each change to the Collateral Agent information listed on Schedule V (as adjusted for any subsequent changes thereto previously made in accordance with this sentence), together with a supplement to Schedule V which shall correct all information contained therein for such Grantor, and taking (ii) in connection with such change or changes, it shall have taken all action reasonably required requested by the Collateral Agent for the purpose of perfecting or protecting to maintain the security interest granted by this Agreement. The Borrower will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives interests of the Collateral Agent to inspect and make abstracts from such records and other documents as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit DocumentsCollateral intended to be granted hereby at all times fully perfected and in full force and effect. If In addition, to the Borrower extent that such Grantor does not have an organizational identification number and later obtains one, it will forthwith such Grantor shall promptly thereafter notify the Collateral Agent of such organizational identification numbernumber and shall take all actions reasonably satisfactory to the Collateral Agent to the extent necessary to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby fully perfected and in full force and effect. (ba) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take such action as the Borrower such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, that the Collateral Agent shall have the right at any time, upon time following the occurrence and during the continuance of an Event of Default Default, and upon written notice to the Borrower such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, 13 HN\1119607.7 Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 9‑607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an a cash collateral account secured for the benefit of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be continuing, applied as provided in Section 22(b18(b) and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower No Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower 10.1. No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location from those set forth in Section 8(a6(a) of this Agreement (except in connection with the Merger) without first giving at least 20 30 days’ prior written notice to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. The Borrower Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and 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 as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit Documentsdocuments. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number. (b) 10.2. Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take such action as the Borrower such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection of the Assigned AgreementsAgreements and otherwise exercise all of its rights under the Assigned Agreements as it deems appropriate, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, 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 the Borrower such grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an account secured for the benefit of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 such Grantor so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event Event of Default shall have occurred and be continuing, applied as provided in Section 22(b19(b) and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower Except for the Carve Out, no Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location from those set forth in Section 8(a6(a) of this Agreement (except in connection with the Merger) without first giving at least 20 30 days’ prior written notice to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. The Borrower Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and 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 as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit Documentsdocuments. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take such action as the Borrower such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection of the Assigned AgreementsAgreements and otherwise exercise all of its rights under the Assigned Agreements as it deems appropriate, Receivables and Related Contracts; provided, however, that, subject to that the terms of the Collateral Agency Agreement, 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 the Borrower such grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an account secured for the benefit of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 such Grantor so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event Event of Default shall have occurred and be continuing, applied as provided in Section 22(b19(b) and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower No Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location from those set forth in Section 8(a) of this Agreement (except in connection with the Merger) without first giving at least 20 10 days’ prior written notice to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. The Borrower Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and 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 as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit Documentsdocuments. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take such action as the Borrower or the Collateral Agent such Grantor may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, that the Collateral Agent shall have the right at any time, upon time after the occurrence and during the continuance continuation of an Event of Default and Default, upon written notice to the Borrower such Grantor of its intention to do so, (i) to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and (ii) to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, (iii) upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and (iv) to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an account secured for the benefit of the Collateral Agent on behalf of the Secured Parties Account and either (Ai) released to the Borrower on the terms set forth in Section 7 such Grantor so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (Bii) if any such event Event of Default shall have occurred and be continuing, applied as provided in Section 22(b) and (ii) the Borrower will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness or obligations of the Obligor thereofCredit Agreement.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location from those set forth in Section 8(a) of this Agreement (except in connection with the Merger) without first giving at least 20 15 days’ prior written notice to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. The Borrower Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements Agreements, Receivables and Related Contracts, and will permit representatives of the Collateral Agent to inspect and make abstracts from such records and other documents as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit Documents. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables Agreements and Related ContractsReceivables. In connection with such collections, the Borrower such Grantor may take (and, at the Collateral Agent’s direction following its receipt of notice from the Collateral Agent that it is exercising remedies against the Collateral following the occurrence and during the continuance of an Event of Default, will take) such action as the Borrower such Grantor or (if such notice has been delivered and remains effective) the Collateral Agent may deem necessary to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, 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 the Borrower such Grantor of its intention to do soexercise of remedies against the Collateral, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts Contracts, of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables Receivables, and Related Contracts, Contracts to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an account secured for the benefit of the Cash Collateral Agent on behalf of the Secured Parties Accounts and either (A) released to the Borrower such Grantor on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event Event of Default shall have occurred and be continuing, applied as provided in Section 22(b17(b) and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereonthereon or release any Liens securing or otherwise relating to any Assigned Agreements, Receivables or Related Contracts. The Borrower No Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organizational identification number from those set forth in Section 8(a) of this Agreement (except in connection with the Merger) without first giving at least 20 days’ prior written notice to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. The Borrower Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives of the Collateral Agent at any time subject to reasonable notice and during normal business hours to inspect and make abstracts from such records and other documents as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit Documentsdocuments. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take such action as the Borrower or the Collateral Agent such Grantor may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to that the terms of the Collateral Agency Agreement, the Agent and each 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 the Borrower such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Agent or any Collateral Agent referred to in the proviso to the preceding sentencesentence and so long as an Event of Default is continuing, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an account secured for the benefit of the Cash Collateral Agent on behalf of the Secured Parties Account and either (A) released to the Borrower on the terms set forth in Section 7 so long as such Grantor if no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event Event of Default shall have occurred and be continuing, applied as provided in Section 22(b) and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower No Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location from those set forth in Section 8(a) of this Agreement (except in connection with the Merger) without first giving at least 20 30 days’ prior written notice to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. The Borrower will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and 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 as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit Documentsdocuments. If the Borrower does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower will continue to collect, at its own expense, all amounts due or to become due the Borrower under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower may take such action as the Borrower or the Collateral Agent may deem necessary to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, 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 the Borrower of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrower, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth in Section 9-607 of the UCC. After receipt by the Borrower of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all All amounts and proceeds (including, without limitation, instruments) received by the Borrower in respect of and not required to be paid or deposited into the Assigned Agreements, Receivables and Related Contracts of Debt Service Reserve Account or the Borrower Capital Contribution Reserve Account or permitted to be paid or deposited into the Retained Excess Cash Flow Collateral Account shall be promptly paid or deposited into the Retained Excess Cash Flow Collateral Account or shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an account secured for the benefit of the Retained Excess Cash Flow Collateral Agent on behalf of the Secured Parties Account and either (A) may be released to the Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be continuing, applied as provided in Section 22(b) and (ii) the Borrower will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon7. The Borrower will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or the location of Collateral (other than goods (including Inventory and Equipment) in transit or out for repair or maintenance and Collateral with a value not to exceed $15,000,000 in the aggregate) from those set forth in Section 8(a6(a) of this Agreement (except in connection with the Merger) without first giving at least 20 days’ prior written notice to the Collateral Agent within 10 Business Days subsequent thereto (or such other longer period of time as approved by the Collateral Agent) and taking shall thereafter promptly take all action reasonably required by the Collateral Agent in writing for the purpose of perfecting or protecting maintaining the perfection of the security interest granted by this Agreement. The Borrower Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives of the Collateral Agent to inspect and make abstracts from such records and other documents as pursuant to and subject to the conditions set forth in Section 6.18 5.10 of the Credit Agreement and otherwise specified in the Additional Credit DocumentsAgreement. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collectcollect pursuant to past practices or its reasonable commercial judgment, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take such action as the Borrower or the Collateral Agent such Grantor may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, 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 the Borrower such Grantor of its intention to do so, to notify the Obligors under any Assigned AgreementsAgreements (other than any Contractor Services Agreement), Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentencesentence and so long as the Event of Default referred to in such notice is continuing, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an a cash collateral account secured for the benefit of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be continuing, applied as provided in Section 22(b20(b) and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location, except that any such changes shall be permitted (so long as not in violation of the applicable requirements of the Secured Debt Agreements and so long as same do not involve (x) a registered organization ceasing to constitute same or (y) such Grantor changing its jurisdiction of organization or location from those set forth in Section 8(athe United States or a State thereof to a jurisdiction of organization or location, as the case may be, outside the United States or a State thereof) of this Agreement if (except in connection with i)it shall have given to the Merger) without first giving at least 20 Collateral Agent not less than 15 days’ prior written notice of each change to the Collateral Agent information listed on Schedule V (as adjusted for any subsequent changes thereto previously made in accordance with this sentence), together with a supplement to Schedule V which shall correct all information contained therein for such Grantor, and taking (ii)in connection with such change or changes, it shall have taken all action reasonably required requested by the Collateral Agent for the purpose of perfecting or protecting to maintain the security interest granted by this Agreement. The Borrower will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives interests of the Collateral Agent to inspect and make abstracts from such records and other documents as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit DocumentsCollateral intended to be granted hereby at all times fully perfected and in full force and effect. If In addition, to the Borrower extent that such Grantor does not have an organizational identification number and later obtains one, it will forthwith such Grantor shall promptly thereafter notify the Collateral Agent of such organizational identification numbernumber and shall take all actions reasonably satisfactory to the Collateral Agent to the extent necessary to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby fully perfected and in full force and effect. (ba) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take such action as the Borrower such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, that the Collateral Agent shall have the right at any time, upon time following the occurrence and during the continuance of an Event of Default Default, and upon written notice to the Borrower such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to 13 HN\1119607.7 otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 9‑607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all i)all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an a cash collateral account secured for the benefit of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be continuing, applied as provided in Section 22(b18(b) and (ii) the Borrower ii)such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower No Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location (within the meaning of Section 9-307 of the UCC) from those set forth in Section 8(a) of this Agreement (except in connection with the Merger) without first giving at least 20 days’ prior prompt subsequent written notice (in any event within 30 days) to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. The Borrower Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and will permit representatives of the Collateral Agent at any time during normal business hours (and, if no Event of Default has occurred and is continuing, upon reasonable advance notice) to inspect and make abstracts from such records and other documents as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit Documentsdocuments. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take (and, if an Event of Default shall have occurred and be continuing, at the Collateral Agent’s direction, will take) such action as the Borrower such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, that the Collateral Agent 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 the Borrower such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an a deposit account secured for subject to the benefit sole dominion and control of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be continuing, applied as provided in Section 22(b) and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower No Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location (within the meaning of Section 9-307 of the UCC) from those set forth in Section 8(a) of this Agreement (except in connection with the Merger) without first giving at least 20 days’ prior prompt subsequent written notice (in any event within 30 days) to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. The Borrower Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, except to the extent that failure to do so could not reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Grantor and its Subsidiaries, taken as a whole, and will permit representatives of the Collateral Agent at any time during normal business hours (and, if no Event of Default has occurred and is continuing, upon reasonable advance notice) to inspect and make abstracts from such records and other documents as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit DocumentsCollateral Agent may reasonably request. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take (and, if an Event of Default shall have occurred and be continuing, at the Collateral Agent’s direction, will take) such action as the Borrower such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, that the Collateral Agent shall have the right at any time, subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of a Default and upon written notice to the Borrower such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, subject to the Grantor’s prior obligations to comply with the First Lien Security Agreement requirements, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an a deposit account secured for subject to the benefit sole dominion and control of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be continuing, applied as provided in Section 22(b) and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower No Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location from those set forth in Section 8(a5(a) of this Agreement (except in connection with the Merger) without first giving at least 20 30 days’ prior written notice to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the purpose of perfecting or maintaining the perfection of or protecting the security interest granted by this Agreement. The Borrower Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives of the Collateral Agent to visit and inspect and make abstracts from such its records and other documents as on the terms set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit DocumentsAgreement. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number.. Upon request by the Collateral Agent from time to time (but not more than once each calendar quarter unless an Event of Default has occurred and is continuing), each Grantor shall promptly notify the Collateral Agent of any deposit account that has been opened by (or on account of) such Grantor that is not listed on Schedule II hereto: (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower to such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take (and, upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s direction, will take) such action as the Borrower such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, 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 Default, to the extent permitted by applicable law (it being understood that the following remedies in this Section 9(b) shall not be available to the Collateral Agent with respect to Medicare and Medicaid receivables except as specifically noted below), upon written notice to the Borrower such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunderhereunder (except that the funds received from Medicare and Medicaid shall not be received in trust for the benefit of the Collateral Agent hereunder but shall otherwise be subject to the remedies that follow in this sentence), shall be segregated from other funds of the Borrower such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsementindorsement (provided, that Medicare and Medicaid receivables shall be paid over only after deposit in an account under the control of the Grantor) to be deposited in an account secured for under the benefit dominion and control of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 such Grantor so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event Event of Default shall have occurred and be continuing, applied as provided in Section 22(b19(b) and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower No Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organizational identification number from those set forth in Section 8(aSchedule VI hereto, or change the location of Equipment and Inventory (other than Equipment and Inventory in transit or out for repair or maintenance and Equipment and Inventory with a value not to exceed $7,500,000 in the aggregate) of this Agreement (except from those set forth in connection with the Merger) Schedule VIII hereto, without first giving at least 20 days’ prior written notice to the Collateral Agent within 10 Business Days subsequent thereto (or such other longer period of time as approved by the Collateral Agent) and taking shall thereafter promptly take all action reasonably required by the Collateral Agent in writing for the purpose of perfecting or protecting maintaining the perfection of the security interest granted by this Agreement. The Borrower Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives of the Collateral Agent to inspect and make abstracts from such records and other documents as pursuant to and subject to the conditions set forth in Section 6.18 5.10 of the Credit Agreement and otherwise specified in the Additional Credit DocumentsAgreement. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collectcollect pursuant to past practices or its reasonable commercial judgment, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take such action as the Borrower or the Collateral Agent such Grantor may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, 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 the Borrower such Grantor of its intention to do so, to notify the Obligors obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment security interest of the Collateral Agent in such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentencesentence and so long as the Event of Default referred to in such notice is continuing, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an a cash collateral account secured for the benefit of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be continuing, applied as provided in Section 22(b20(b) and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor obligor thereof or allow any credit or discount thereon. The Borrower will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower will Grantor shall not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location from those set forth in Section 8(a11(a) of this Agreement (except in connection with the Merger) without first giving at least 20 days’ prior written notice to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this AgreementAgent. The Borrower Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives of the Collateral Agent at any time during normal business hours and upon reasonable notice to inspect and make abstracts from such records and other documents as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit Documentsdocuments. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number. (b) Except as otherwise provided in this subsection (b)Section 16, the Borrower Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower to Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower Grantor may take such action as the Borrower or the Collateral Agent Grantor may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, 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 the Borrower of its intention to do soDefault, to notify take any steps it or the Obligors other Secured Parties may deem necessary or advisable, including but not limited to, notifying the obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct directing such Obligors obligors to make payment of all amounts due or to become due to the Borrower Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the BorrowerGrantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an account secured for the benefit of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be continuing, applied as provided in Section 22(b) and (ii) the Borrower Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor obligor thereof or allow any credit or discount thereon. The Borrower No Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness indebtedness or obligations Obligations of the Obligor obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location from those set forth in Section 8(a) of this Agreement (except in connection with the Merger) without first giving at least 20 days10 Business Days’ prior written notice to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. The Borrower Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives of the Collateral Agent at any time during normal business hours and upon reasonable advance notice to inspect and make abstracts from such records and other documents as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit Documents. If the Borrower does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification numberdocuments. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take such action as the Borrower or the Collateral Agent such Grantor may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to that the terms of the Collateral Agency Agreement, 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 the Borrower such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an account secured for the benefit of the Collateral Agent on behalf of the Secured Parties Account and either (A) released to the Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be continuing, applied as provided in Section 22(b) and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower No Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location (as described under Section 9-307 of the UCC) from those set forth in Section 8(a7(a) of this Agreement (except in connection with the Merger) without first giving at least 20 days’ prior written notice to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. The Borrower Each Grantor will hold and preserve preserve, in all material respects, its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives of the Collateral Agent at any time during normal business hours to inspect and and, to the extent reasonable, make abstracts from such records and other documents as set forth in documents; provided that unless (x) an Event of Default has occurred and is continuing or (y) the Administrative Agent reasonably believes an event has occurred that has a Material Adverse Effect, the Collateral agent may exercise inspection rights under this Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit Documents10 not more than twice during any calendar year. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith promptly notify the Collateral Agent of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take such action as the Borrower or the Collateral Agent such Grantor may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, that the Collateral Agent 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 the Borrower such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an account secured for the benefit of the Collateral Agent on behalf of the Secured Parties Account and either (A) released to the Borrower on the terms set forth in Section 7 such Grantor so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event Event of Default shall have occurred and be continuing, applied as provided in Section 22(b20(b) and (ii) the Borrower if an Event of Default shall have occurred and be continuing, such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower No Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower will not change its name, type of organization, jurisdiction of organization or organizational identification number from those set forth in Section 8(a) of this Agreement (except in connection with the Merger) without first giving at least 20 days’ prior written notice to the Collateral Agent and taking all action reasonably required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. The Borrower will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives of the Collateral Agent to inspect and make abstracts from such records and other documents as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit Documents. If the Borrower does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower will continue to collect, at its own expense, all amounts due or to become due the Borrower under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower may take such action as the Borrower or the Collateral Agent may deem necessary to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, 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 the Borrower of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrower, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth in Section 9-607 of the UCC. After receipt by the Borrower of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an account secured for the benefit of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be continuing, applied as provided in Section 22(b) and (ii) the Borrower will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness or obligations of the Obligor thereof.Security Agreement 07771-0276/LEGAL17986459.2 5/4/10

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location from those set forth in Section 8(a9(a) of this Agreement (except in connection with the Merger) without first giving at least 20 30 days’ prior written notice to the First Lien Collateral Agent and taking all action reasonably required requested by the First Lien Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. The Borrower Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives of the First Lien Collateral Agent at any time upon reasonable notice and during normal business hours to inspect and make abstracts from such records and other documents as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit Documentsdocuments. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the First Lien Collateral Agent of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take such action as the Borrower or the Collateral Agent such Grantor may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to that the terms of the Collateral Agency Agreement, the First Lien Collateral Agent shall have the right at any timeright, upon the occurrence and during the continuance of an a First Lien Event of Default and upon written notice to the Borrower such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the First Lien Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the First Lien Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the First Lien Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the First Lien Collateral Agent hereunder, shall be segregated from other funds of the Borrower such Grantor and shall be forthwith paid over to the First Lien Collateral Agent in the same form as so received (with any necessary indorsement) to be deposited in an account secured the Revenue Account for application in accordance with the benefit of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be continuing, applied as provided in Section 22(b) Security Deposit Agreement and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower No Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness or obligations of the Obligor thereof.Receivables

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location, except that any such changes shall be permitted (so long as not in violation of the applicable requirements of the Secured Debt Agreements and so long as same do not involve (x) a registered organization ceasing to constitute same or (y) such Grantor changing its jurisdiction of organization or location from those set forth in Section 8(athe United States or a State thereof to a jurisdiction of organization or location, as the case may be, outside the United States or a State thereof) of this Agreement if (except in connection with i) it shall have given to the Merger) without first giving at least 20 Collateral Agent not less than 15 days’ prior written notice of each change to the Collateral Agent information listed on Schedule VI (as adjusted for any subsequent changes thereto previously made in accordance with this sentence), together with a supplement to Schedule VI which shall correct all information contained therein for such Grantor, and taking (ii) in connection with such change or changes, it shall have taken all action reasonably required requested by the Collateral Agent for the purpose of perfecting or protecting to maintain the security interest granted by this Agreement. The Borrower will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives interests of the Collateral Agent to inspect and make abstracts from such records and other documents as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit DocumentsCollateral intended to be granted hereby at all times fully perfected and in full force and effect. If In addition, to the Borrower extent that such Grantor does not have an organizational identification number and later obtains one, it will forthwith such Grantor shall promptly thereafter notify the Collateral Agent of such organizational identification numbernumber and shall take all actions reasonably satisfactory to the Collateral Agent to the extent necessary to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby fully perfected and in full force and effect. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take such action as the Borrower such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Collateral Agency Agreement, that the Collateral Agent shall have the right at any time, upon time following the occurrence and during the continuance of an Event of Default Default, and upon written notice to the Borrower such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of the Borrower 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 an a cash collateral account secured for the benefit of the Collateral Agent on behalf of the Secured Parties and either (A) released to the Borrower on the terms set forth in Section 7 so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Default shall have occurred and be continuing or (B) if any such event shall have occurred and be continuing, applied as provided in Section 22(b18(b) and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower No Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower No Grantor will not change its name, type of organization, jurisdiction of organization or organization, organizational identification number or location from those set forth in Section 8(a7(a) of this Agreement (except in connection with the Merger) without first giving at least 20 30 days’ prior written notice to the Second Priority Collateral Agent Trustees and taking all action reasonably required by the Second Priority Collateral Agent Trustees for the purpose of perfecting or protecting the security interest granted by this Agreement. The Borrower will not change the location of the place where it keeps the originals of the Assigned Agreements and Related Contracts to which the Borrower is a party and all originals of all chattel paper that evidence Receivables of the Borrower from the locations therefor specified in Section 7(a) without first giving the Second Priority Collateral Trustees 30 days’ prior written notice of such change. No Grantor will become bound by a security agreement authenticated by another Person (determined as provided in Section 9-203(d) of the UCC) without giving the Second Priority Collateral Trustees 30 days’ prior written notice thereof and taking all action required by the Second Priority Collateral Trustees to ensure that the perfection of the Second Priority Collateral Trustees’ security interest in the Collateral will be maintained. Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives of the Second Priority Collateral Agent Trustees at any time during normal business hours to inspect and make abstracts from such records and other documents as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit Documentsdocuments. If the Borrower Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent Trustees of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take (and, at the Controlling Collateral Trustees’ direction, will take) such action as the Borrower or the Collateral Agent such Grantor may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of the Second Priority Collateral Agency Trust Agreement, the Second Priority Collateral Agent Trustees shall have the right at any time, upon the occurrence and during the continuance of an Event of a Second Priority Collateral Trust Agreement Default and upon written notice to the Borrower such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Second Priority Collateral Agent Trustees and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Second Priority Collateral Agent Trustees and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Second Priority Collateral Agent Trustees referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Second Priority Collateral Agent Trustees hereunder, shall be segregated from other funds of the Borrower such Grantor and shall be forthwith paid over to the Second Priority Collateral Agent Trustees in the same form as so received (with any necessary indorsement) to be deposited held as cash collateral in an account secured for the benefit of the Second Priority Collateral Agent on behalf of the Secured Parties Account and either (A) released to the Borrower on the terms set forth in Section 7 such Grantor so long as no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Second Priority Collateral Trust Agreement Default shall have occurred and be continuing or (B) if any upon the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, the Second Priority Collateral Trustees shall, upon receipt of a written notice from the Required Second Priority Representatives, apply such event shall have occurred and be continuing, applied cash collateral as provided in Section 22(b) the Second Priority Collateral Trust Agreement and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof thereof, or allow any credit or discount thereon. The Borrower No Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness indebtedness or obligations of the Obligor thereof.

Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts. (a) The Borrower Without limiting any prohibitions or restrictions on mergers or other transactions set forth in the Priority Lien Documents, no Grantor will not change its name, type of organization, jurisdiction of organization or organizational identification number from those set forth in Section 8(a9(a) of this Agreement (except in connection with the Merger) without first giving at least 20 days’ prior written notice to the Collateral Agent Trustee and taking all action reasonably required by the Collateral Agent Trustee for the purpose of perfecting or protecting the security interest granted by this Agreement. The Borrower Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives of the Collateral Agent Trustee at any time subject to reasonable notice and during normal business hours to inspect and make abstracts from such records and other documents as set forth in Section 6.18 of the Credit Agreement and otherwise specified in the Additional Credit Documentsdocuments. If the Borrower any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent Trustee of such organizational identification number. (b) Except as otherwise provided in this subsection (b), the Borrower each Grantor will continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, the Borrower such Grantor may take such action as the Borrower or the Collateral Agent such Grantor may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that, subject to the terms of that the Collateral Agency Agreement, the Collateral Agent Trustee shall have the right at any time, after the Discharge of ABL Debt Obligations and upon the occurrence and during the continuance of an Event of a Priority Lien Default and upon written notice to the Borrower such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent Trustee and to direct such Obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Collateral Agent Trustee and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by the Borrower any Grantor of the notice from the Collateral Agent Trustee referred to in the proviso to the preceding sentencesentence and so long as a Priority Lien Default is continuing and after the Discharge of ABL Debt Obligations, (i) all amounts and proceeds (including, without limitation, instruments) received by the Borrower such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of the Borrower such Grantor shall be received in trust for the benefit of the Collateral Agent Trustee hereunder, shall be segregated from other funds of the Borrower 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 an account secured for the benefit of the Cash Collateral Agent on behalf of the Secured Parties Account and either (A) released to the Borrower on the terms set forth in Section 7 so long as such Grantor if no Default under Section 8.01(a), (f) or (k) of the Credit Agreement, any substantially similar Default under any Additional Credit Document or any Event of Priority Lien Default shall have occurred and be continuing or (B) if any such event Priority Lien Default shall have occurred and be continuing, applied as provided in Section 22(b23(b) and (ii) the Borrower such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof or allow any credit or discount thereon. The Borrower No Grantor will not permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other Indebtedness indebtedness or obligations of the Obligor thereof.