Common use of Provisions Concerning the Accounts and the Licenses Clause in Contracts

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders), shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Administrative Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Administrative Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Administrative Agent during normal business hours on reasonable notice pursuant to such Grantor, the terms of the Financing Agreement to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any each Grantor may (and, upon the occurrence and during the continuance of an Event of Default, at the Collateral Administrative Agent’s direction, will) take such action as any such Grantor or the Collateral Administrative Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Administrative Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Administrative Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder thereunder, or otherwise render performance, directly to the Collateral Administrative Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, or exercise the rights of such Grantor with respect to the obligation of the Account Debtor to make payment or otherwise render performance to such Grantor and with respect to any property that secures the obligations of the Account Debtor or any other Person obligated on the Collateral, in the same manner and to the same extent as any such Grantor might have done. After receipt by any Grantor of a notice from the Collateral Administrative Agent that the Collateral Administrative Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Administrative Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Administrative Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the Loan Account so long as no Event of Default shall have occurred and be continuing or (ii) if an Event of Default shall have occurred and be continuing, applied as specified in Section 7(b) hereof, and (B) no . No Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereonthereon (other than credits and discounts allowed in the ordinary course of business and in amounts consistent with past practices) without the prior written consent of the Administrative Agent. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Administrative Agent by wire transfer (to such deposit account as the Collateral Administrative Agent shall specify, or in such other manner as the Collateral Administrative Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Administrative Agent shall (in the sole and absolute discretion of the Administrative Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantora Grantor which, each singly or in the aggregate with all other then existing such breaches and defaults, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (A) the relevant Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Administrative Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps thereto, (B) no Grantor will, without the prior written consent of the Administrative Agent, declare or waive any such breach or default or affirmatively consent to protect and preserve the cure thereof or exercise any of its rights and remedies in respect of thereof, and (C) each Grantor will, upon written instructions from the Administrative Agent and at such breach Grantor’s expense, take such action as the Administrative Agent may deem necessary or default, or will obtain or acquire an appropriate substitute Licenseadvisable in respect thereof. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Administrative Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunderthereunder which, singly or in the aggregate with all other such notices or other communications, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, together with a copy of any reply by such Grantor thereto. (v) Each In the ordinary course of its business and consistent with past practices, each Grantor will exercise promptly and diligently exercise each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such the Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Administrative Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II heretohereto which, singly or in the aggregate with all other modifications, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s namewill, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any each Grantor may (and, at the Collateral Agent’s direction, upon the occurrence and at any time during the continuance of an Event of Default, will) take such action as any such Grantor or (or, if applicable, the Collateral Agent Agent) may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right right, upon the occurrence and at any time following the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent or its designated agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b9(c) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent or its designated agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution; provided that, so long as no Event of Default has occurred and is continuing, the Collateral Agent will not direct any such bank or financial institution to transfer funds in accordance with the foregoing. Any such securities, cash, investments and other items so received by the Collateral Agent or its designated agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Secured Obligations or distributed in accordance with Section 7(b) 9 hereof. (iiiii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each (A) the relevant Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps thereto, (B) no Grantor will, without the prior written consent of the Collateral Agent, declare or waive any such breach or default or affirmatively consent to protect and preserve the cure thereof or exercise any of its rights and remedies in respect of thereof, and (C) each Grantor will, upon written instructions from the Collateral Agent and at such breach Grantor’s expense, take such action as the Collateral Agent may deem necessary or default, or will obtain or acquire an appropriate substitute Licenseadvisable in respect thereof. (iviii) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto (A) declares a breach or default by a Grantor of any material term thereunder, (B) terminates such material License or (C) purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (viv) Each Grantor will exercise promptly and diligently each and every right which it may have under each License material License to its business (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material such License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any License material License referred to in Schedule II heretoits business unless otherwise permitted under Section 7.02(c) of the Financing Agreement.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s namewill, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any each Grantor may (and, if an Event of Default has occurred and is continuing, at the Collateral Administrative Agent’s direction, will) take such action as any such Grantor or (or, if applicable, the Collateral Agent Administrative Agent) may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Administrative Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Administrative Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Administrative Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any Grantor of a notice from the Collateral Administrative Agent that the Collateral Administrative Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Administrative Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Administrative Agent or its designated agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b9(d) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, other than in the Collateral Agent may ordinary course of business consistent with its past practice and in amounts which are not material to such Grantor, such Grantor will not (in its sole and absolute discretioni) direct grant any or all extension of the banks and financial institutions with which time for payment of any Grantor either maintains a Deposit Account, (ii) compromise or settle any Account for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Account, (iv) allow any credit or discount whatsoever on any Account or a lockbox (includingv) amend, without limitation, supplement or modify any Controlled Account) or deposits Account in any manner that could adversely affect the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereofvalue thereof. (iiiii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each (A) the relevant Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Administrative Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto thereto, (B) if an Event of Default has occurred and thereafter will take reasonable steps is continuing, no Grantor will, without the prior written consent of the Administrative Agent, declare or waive any such breach or default or affirmatively consent to protect and preserve the cure thereof or exercise any of its rights and remedies in respect of thereof, and (C) each Grantor will, upon written instructions from the Administrative Agent and at such breach Grantor’s expense, take such action as the Administrative Agent may deem reasonably necessary or default, or will obtain or acquire an appropriate substitute Licenseadvisable in respect thereof. (iviii) Each Grantor will, at its expense, promptly deliver to the Collateral Administrative Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto (A) declares a breach or default by a Grantor of any material term thereunder, (B) terminates such License or (C) purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (viv) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) that is necessary in the conduct of such Grantor’s business and will duly perform and observe in all respects all of its obligations under each material such License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Administrative Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to that is necessary in Schedule II heretothe conduct of such Grantor’s business.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s 's direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders), shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b8(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b8(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 15 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders), shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary or advisable to maintain all of Material Intellectual Property Rights (as defined in the Securities Purchase Agreement) of such Licenses Grantor that are necessary or material to the conduct of its business in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Any Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the The Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any may Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) subject to the prior rights of the Senior Lender pursuant to the Subordination Agreement, all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the outstanding obligations so long as no Event of Default shall have occurred and be continuing or (ii) if an Event of Default shall have occurred and be continuing, applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) subject to the prior rights of the Senior Lender pursuant to the Subordination Agreement, direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s namewill, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any each Grantor may (and, at the Collateral Agent’s 's direction, will) take such action as any such Grantor or (or, if applicable, the Collateral Agent Agent) may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s 's rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent or its designated agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b9(d) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or each Grantor acknowledges that all of the banks and financial institutions institutions, with which any such Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits required to be subject to the proceeds control of any Accounts to the Collateral Agent, shall send immediately to the Collateral Agent or its designated agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified institution in accordance with Section 7(b) hereofthe terms of the applicable Cash Management Agreement. (iiiii) Upon the occurrence and during the continuance of any breach or default under any License that is material License referred to in Schedule II hereto such Grantor's business by any party thereto other than any a Grantor, each (A) the relevant Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps thereto, (B) no Grantor will, without the prior written consent of the Collateral Agent, declare or waive any such breach or default or affirmatively consent to protect and preserve the cure thereof or exercise any of its rights and remedies in respect of such breach or default, and (C) each Grantor will, upon written instructions from the Collateral Agent and at such Grantor's expense, take such action as the Collateral Agent may deem necessary or will obtain advisable in respect of such breach or acquire an appropriate substitute Licensedefault. (iviii) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any License that is material to such Grantor's business (A) declares a breach or default by a Grantor of any material term thereunder, (B) terminates such License referred to in Schedule II hereto or (C) purports to exercise any of its rights or affect any of its obligations thereunderunder such License, together with a copy of any reply by such Grantor thereto. (viv) Each Grantor will exercise promptly and diligently each and every right which it may have under each License that is material License to such Grantor's business (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material such License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II heretosuch License.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 10 days’ prior written notice of any change in such Grantor’s name, identity name or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately promptly notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any such Grantor may (and, at the Collateral Agent’s direction, will) take such action as any such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any a Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any such Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts (other than Excluded Deposit Accounts) and which is subject to a control agreement to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsChattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s 's direction, will) take such action as any Grantor or the Collateral Agent may reasonably deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s namewill, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any each Grantor may (and, at the Collateral Agent’s direction, will) take such action as any such Grantor or (or, if applicable, the Collateral Agent Agent) may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable lawLaw, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent or its designated agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof9(d), and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately promptly to the Collateral Agent or its designated agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent or its designated agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Secured Obligations or distributed in accordance with Section 7(b) hereof9. (iiiii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each (A) the relevant Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps thereto, (B) no Grantor will, without the prior written consent of the Collateral Agent, which consent shall not be unreasonably withheld, delayed or conditioned, declare or waive any such breach or default or affirmatively consent to protect and preserve the cure thereof or exercise any of its rights and remedies in respect of thereof, and (C) each Grantor will, upon written instructions from the Collateral Agent and at such breach Grantor’s expense, take such action as the Collateral Agent may reasonably deem necessary or default, or will obtain or acquire an appropriate substitute Licenseadvisable in respect thereof. (iviii) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto (A) declares a breach or default by a Grantor of any material term thereunder, (B) terminates such License or (C) purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (viv) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such the Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II heretoLicense.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 thirty (30) days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(a) hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any such Grantor may (and, at the Collateral Agent’s direction, will) take such action as any such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any a Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any such Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately promptly notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any such Grantor may (and, at the Collateral Agent’s direction, will) take such action as any such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any a Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any such Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Any Grantor will (A) give the Collateral Agent Buyer at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent Buyer upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent Buyer during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s Buyer's direction, will) take such action as any Grantor or the Collateral Agent Buyer may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent Buyer shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Buyer and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent Buyer or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any may Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent Buyer that the Collateral Agent Buyer has notified, intends to notify, or has enforced or intends to enforce any Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Buyer hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent Buyer in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the outstanding obligations so long as no Event of Default shall have occurred and be continuing or (ii) if an Event of Default shall have occurred and be continuing, applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Buyer may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Buyer by wire transfer (to such deposit account as the Collateral Agent Buyer shall specify, or in such other manner as the Collateral Agent Buyer shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Buyer shall (in the sole and absolute discretion of the Buyer) be held as additional Collateral Agent shall be applied as specified for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent Buyer written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent Buyer a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral AgentBuyer, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Except as otherwise expressly permitted by Section 6.02(m) of the Financing Agreement, no Grantor will shall, without the prior written consent of the Collateral Agent, change (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s its name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, incorporation or organization or formation as set forth in Schedule I hereto, Section 4(b) hereof or (C) immediately its chief executive office as set forth on Schedule III hereto. Each Grantor shall (x) promptly notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (Dy) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice pursuant to such Grantor, the terms of the Financing Agreement to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any each Grantor may (and, upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s 's direction, will) take such action as any such Grantor or (or, if applicable, the Collateral Agent Agent) may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s 's rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent or its designated agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the Loan Account so long as no Event of Default shall have occurred and be continuing or (ii) if an Event of Default shall have occurred and be continuing, applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent or its designated agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent or its designated agent shall be applied as specified distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material term of any License referred to in Schedule II hereto by any party thereto other than any a Grantor, each (A) the relevant Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps thereto, (B) no Grantor will, without the prior written consent of the Collateral Agent, declare or waive any such breach or default or affirmatively consent to protect and preserve the cure thereof or exercise any of its rights and remedies in respect thereof, and (C) after the occurrence and during the continuance of an Event of Default, each Grantor will, upon written instructions from the Collateral Agent and at such breach Grantor's expense, take such action as the Collateral Agent may deem necessary or default, or will obtain or acquire an appropriate substitute Licenseadvisable in respect thereof. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto (A) declares a breach or default by a Grantor of any material term thereunder, (B) terminates such License or (C) purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License referred to in Schedule II hereto (other than any right of termination) and will duly perform and observe in all material respects all of its obligations under each material License and will take all action reasonably necessary to maintain such the Licenses in full force and effect, in each case to the extent such Grantor deems (in the exercise of its reasonable business judgment) such exercise or action to be in its best interests. No Grantor will, without the prior written consent of the Collateral AgentAgent (which consent shall not be unreasonably withheld), cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any License except for the termination of Licenses that the Grantors reasonably determine in good faith to no longer be material License referred and useful to in Schedule II heretothe business of the Grantors, taken as a whole.

Provisions Concerning the Accounts and the Licenses. (i) Each The Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each The Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any the Grantor may (and, at the Collateral Agent’s direction, will) take such action as any the Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any the Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any the Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any the Grantor might have done. After receipt by any the Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any the Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any the Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any the Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no the Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any the Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any the Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each . The Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each . The Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No The Grantor willwill not, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), in accordance with Section 13(m) of each Note, continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s 's direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default time, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent Buyer at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent Buyer upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent Buyer during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any such Grantor may (and, at the Collateral Agent’s Buyer's direction, will) take such action as any such Grantor or the Collateral Agent Buyer may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent Buyer shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Buyer and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent Buyer or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any a Grantor of a notice from the Collateral Agent Buyer that the Collateral Agent Buyer has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Buyer hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent Buyer in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Buyer may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any such Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Buyer by wire transfer (to such deposit account as the Collateral Agent Buyer shall specify, or in such other manner as the Collateral Agent Buyer shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Buyer shall (in the sole and absolute discretion of the Buyer) be held as additional Collateral Agent shall be applied as specified for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent Buyer written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent Buyer a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral AgentBuyer, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor Debtor will (A) give the Collateral Agent Lender at least 30 days’ prior written notice of any change in such GrantorDebtor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent Lender upon obtaining an organizational identification number, if on the date hereof such Grantor Debtor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent Lender during normal business hours on reasonable notice to such GrantorDebtor, to inspect and make abstracts from such records. (ii) Each Grantor Debtor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor Debtor may (and, at the Collateral AgentXxxxxx’s direction, will) take such action as any Grantor Debtor or the Collateral Agent Lender may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent Lender shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Lender and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor Debtor thereunder directly to the Collateral Agent Lender or its designated agent and, upon such notification and at the expense of any Grantor Debtor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to reasonably adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor Debtor might have done. After receipt by any Grantor Debtor of a notice from the Collateral Agent Lender that the Collateral Agent Xxxxxx has notified, intends to notify, or has enforced or intends to enforce any GrantorDebtor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor Debtor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Lender, shall be segregated from other funds of any Grantor Debtor and shall be forthwith paid over to the Collateral Agent Lender in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b7.b) hereof, and (B) no Grantor Debtor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Lender may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor Debtor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Lender by wire transfer (to such deposit account as the Collateral Agent Lender shall specify, or in such other manner as the Collateral Agent Lender shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent Lender shall be applied as specified in accordance with Section 7(b7.b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any GrantorDebtor, each Grantor party thereto Debtor will, promptly after obtaining knowledge thereof, give the Collateral Agent Xxxxxx written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor Debtor will, at its expense, promptly deliver to the Collateral Agent Lender a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor Debtor thereto. (v) Each Grantor Debtor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor willDebtor will not, without the prior written consent of the Collateral AgentLender, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or corporate organizational structureform, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Part A of Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsChattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem reasonably necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of DefaultDefault arising from (i) a payment default under the Notes or any other Transaction Document or (ii) any other default following acceleration of the Note, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any material breach or default under of any material License referred to in Part F of Schedule II I hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take commercially reasonable steps as determined by Company in the exercise of its commercial judgment appropriate to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each material notice or other communication received by it by which any other party to any material License referred to in Part F of Schedule II I hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with alleges a copy of any reply material breach by such Grantor thereto. (v) Each Grantor will use commercially reasonable efforts to exercise promptly and diligently each and every all material right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No To the extent reasonably likely to cause a material adverse effect on the Noteholder’s rights or remedies hereunder, no Grantor will, without the prior written consent of the Collateral Agent, cancel, terminateterminate or amend, amend waive or otherwise modify in any respect, or waive any provision of, any material License referred to in Part F of Schedule II I hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives Accounts, in accordance with Section 4 (i) of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect Note Purchase Agreement and make abstracts from such recordsChattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s 's direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License (or Lease) referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor 1. Borrower will (A) give the Collateral Agent Lender at least 30 days’ prior written notice of any change in such GrantorBorrower’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent Lender upon obtaining an organizational identification number, if on the date hereof such Grantor Borrower did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent Lender during normal business hours on reasonable notice to such GrantorBorrower, to inspect and make abstracts from such records. (ii) Each Grantor 2. Borrower will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor Borrower may (and, at the Collateral AgentLender’s direction, will) take such action as any Grantor Borrower or the Collateral Agent Lender may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent Lender shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Lender and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor Borrower thereunder directly to the Collateral Agent Lender or its designated agent and, upon such notification and at the expense of any Grantor Borrower and to the extent permitted by applicable law, to enforce collection of any such Accounts and to reasonably adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor Borrower might have done. After receipt by any Grantor Borrower of a notice from the Collateral Agent Lender that the Collateral Agent Lender has notified, intends to notify, or has enforced or intends to enforce any GrantorBorrower’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor Borrower in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Lender, shall be segregated from other funds of any Grantor Borrower and shall be forthwith paid over to the Collateral Agent Lender in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) VII.B hereof, and (B) no Grantor Borrower will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Lender may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor Borrower either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Lender by wire transfer (to such deposit account as the Collateral Agent Lender shall specify, or in such other manner as the Collateral Agent Lender shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent Lender shall be applied as specified in accordance with Section 7(b) VII.B hereof. (iii) 3. Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any GrantorBorrower, each Grantor party thereto Borrower will, promptly after obtaining knowledge thereof, give the Collateral Agent Lender written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor 4. Borrower will, at its expense, promptly deliver to the Collateral Agent Lender a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor Borrower thereto. (v) Each Grantor 5. Borrower will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor willBorrower will not, without the prior written consent of the Collateral AgentLender, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately promptly notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any such Grantor may (and, at the Collateral Agent’s direction, will) take such action as any such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any a Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, if an Event of Default has occurred and is continuing, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any such Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of terminate its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly use commercially reasonable efforts in performing and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe observing in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral AgentAgent (which consent shall not be unreasonably withheld or delayed), cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 ten (10) days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsChattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to use commercially reasonable efforts to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any such Grantor may (and, at the Collateral Agent’s direction, will) take such action as any such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any a Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any such Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied as specified to the repayment of the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any material breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto.[Intentionally omitted] (v) Each Grantor will will, in accordance with its reasonable business judgment, exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any such Grantor may (and, at the Collateral Agent’s 's direction, will) take such action as any such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any a Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any such Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any such Grantor may (and, at the Collateral Agent’s direction, will) take such action as any such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any a Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any such Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s namename (including, for certainty, the adoption of any French form of name by a Canadian Grantor), identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Part A of Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsChattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Part F of Schedule II I hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Part F of Schedule II I hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will will, except as permitted by the Indenture, take all action reasonably necessary to maintain such Licenses in full force and effect. No Except as permitted by the Indenture, no Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Part F of Schedule II I hereto. (vi) Notwithstanding anything to the contrary contained in any other provision of this Security Agreement, if any Grantor cannot lawfully grant the security interest contemplated hereby in any General Intangibles, Intellectual Property or Licenses or any rights related thereto (each, an “Operating Right”) because the terms of such Operating Right prohibit the creation of the security interest contemplated hereby therein, the Operating Right requires the consent of any Person which has not been obtained or the grant of the security interest contemplated hereby therein would contravene or is void under any applicable statute or regulation, that Operating Right shall not, to the extent it would be illegal, void or result in a material loss and expense to such Grantor (each, a “Prescribed Operating Right”), be subject to the security interest contemplated hereby (save to the extent provided below) unless and until such agreements, consents, waivers and approvals as may be required to avoid such illegality, voidness or material loss and expense have been obtained (“Required Approvals”). The security interest contemplated hereby shall nonetheless immediately attach to any rights of such Grantor arising under, by reason of, or otherwise in respect of such Prescribed Operating Right, such as the right to receive payments thereunder and all Proceeds thereof (“Related Rights”), to the extent and at the time such attachment to the Related Rights (i) is not illegal, void and would not result in a material loss and expense to such Grantor or (ii) in the case of Accounts, such prohibition or restriction is not enforceable against third parties such as the Collateral Agent. (vii) To the extent not prohibited by applicable statute or regulation, each Grantor will hold in trust for the Collateral Agent on behalf of and for the rateable benefit of the Secured Parties, and provide the Secured Parties with the benefits of, each Prescribed Operating Right and following the occurrence of an Event of Default and while it is continuing, will enforce all Prescribed Operating Rights at the direction of the Collateral Agent or at the direction of such other Person (including any purchaser of Collateral from the Collateral Agent or any Receiver) as the Collateral Agent may designate, provided that until the security interest contemplated hereby becomes enforceable, such Grantor shall, to the extent permitted by the Indenture, be entitled to receive all Proceeds relating to the Prescribed Operating Rights, subject to the security interest contemplated hereby. (viii) Upon request from the Collateral Agent from time to time, each Grantor shall use commercially reasonable efforts to obtain such Required Approvals as the Collateral Agent shall specify as soon as reasonably practicable. (ix) None of the Collateral of any Canadian Grantor shall include Consumer Goods (as such term is defined in the PPSA).

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I VII hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the AccountsAccounts that are not Excluded Collateral; provided, however, that the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors or obligors under any Accounts that are not Excluded Collateral of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders), shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II XVII hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II XVIII hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II XIX hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the The Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After If any Event of Default shall have occurred and be continuing after receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent or its designated agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b9(c) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, and without contradicting or limiting any of the provisions of Article VIII of the Financing Agreement (or any of the obligations, covenants and duties of Grantors thereunder or any rights or remedies of any Agent thereunder) upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent or its designated agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent or its designated agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Secured Obligations or distributed in accordance with Section 7(b) 9 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately promptly notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders), shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), in accordance with Section 13(m) of each Note, continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name (including the addition of any French name), identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation formation, principal place of business and chief executive office as set forth in Schedule I and Schedule III hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsrecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b8(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretionwith the consent or at the direction of the Requisite Holders) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securitiesthe Securities, cashMoney, investments and other items held by such institutioninstitution for the benefit of said Grantor. Any such securitiesSecurities, cashMoney, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b8(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Any Grantor will (A) give the Collateral Agent at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s 's direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any may Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the outstanding obligations so long as no Event of Default shall have occurred and be continuing or (ii) if an Event of Default shall have occurred and be continuing, applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will shall not, without the prior written consent of the Required Lenders, change (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, structure or (B) maintain its jurisdiction of incorporation, incorporation or organization or formation as set forth in Schedule I Section 4(a) hereto, . Grantor shall (Cx) immediately promptly notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (Dy) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, and any Lender to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)b), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent or its designated agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon, except in the ordinary course of business. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent or its designated agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent or its designated agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent Buyer at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structurestructure (except with respect to the transaction contemplated by the Agreement and Plan of Merger dated as of December 15, 2006 by and among the Company, PVNX Acquisition Corp. and Nimble Group, Inc.), (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent Buyer upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent Buyer during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), use commercially reasonable efforts to continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s Buyer's direction, will) take such commercially reasonable action as any Grantor or the Collateral Agent Buyer may deem necessary or advisable to enforce collection or performance of the Accounts; provided, howeverhowever , that the Collateral Agent Buyer shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Buyer and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent Buyer or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any may Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent Buyer that the Collateral Agent Buyer has notified, intends to notify, or has enforced or intends to enforce any Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, and for so long as an Event of Default shall be continuing, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Buyer hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent Buyer in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the outstanding obligations so long as no Event of Default shall have occurred and be continuing or (ii) if an Event of Default shall have occurred and be continuing, applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Buyer may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Buyer by wire transfer (to such deposit account as the Collateral Agent Buyer shall specify, or in such other manner as the Collateral Agent Buyer shall direct) all or a portion of such securities, cash, investments and other items held by such institution; provided, that if Buyer shall give such a notice it shall, upon notification and verification of the discontinuance of the applicable Event of Default, promptly give a notice to each such bank and financial institution that it should no longer send any such securities, cash, investments or other items to Buyer, and Buyer shall return all such items theretofore received (except to the extent properly applied against the Obligations) to the applicable Grantor. Any Subject to the preceding sentence, any such securities, cash, investments and other items so received by the Buyer shall (in the sole and absolute discretion of the Buyer) be held as additional Collateral Agent shall be applied as specified for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent Buyer written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute LicenseLicense if reasonably necessary in the continued conduct of such Grantor’s business as theretofore conducted . (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent Buyer a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral AgentBuyer, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto, except to the extent that such material License is no longer necessary for the conduct of such Grantor’s business as theretofore conducted.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent Secured Party at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately promptly notify the Collateral Agent Secured Party upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent Secured Party during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral AgentSecured Party’s direction, will) take such action as any Grantor or the Collateral Agent Secured Party may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent Secured Party shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Secured Party and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent Secured Party or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent Secured Party that the Collateral Agent Secured Party has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Secured Party hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent Secured Party in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Secured Party may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Secured Party by wire transfer (to such deposit account as the Collateral Agent Secured Party shall specify, or in such other manner as the Collateral Agent Secured Party shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent Secured Party shall be applied as specified in accordance with Section 7(b) hereof.. Security Agreement and Pledge (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent Secured Party written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent Secured Party a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral AgentSecured Party, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Any Grantor will (A) give the Collateral Agent Buyer at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent Buyer upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent Buyer during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s Buyer's direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent Buyer shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, beyond any applicable grace period, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Buyer and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent Buyer or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent Buyer that the Collateral Agent Buyer has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against notified the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Buyer hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent Buyer in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the outstanding obligations so long as no Event of Default shall have occurred and be continuing, beyond any applicable grace period, or (ii) if an Event of Default shall have occurred and be continuing, beyond any applicable grace period, applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, beyond any applicable grace period, the Collateral Agent Buyer may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Buyer by wire transfer (to such deposit account as the Collateral Agent Buyer shall specify, or in such other manner as the Collateral Agent Buyer shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Buyer shall (in the sole and absolute discretion of the Buyer) be held as additional Collateral Agent shall be applied as specified for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any material breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent Buyer written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent Buyer a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations and exercise its rights under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral AgentBuyer, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each No Grantor will shall change (A) give its name, organizational identification number or FEIN, or (B) its jurisdiction of incorporation as set forth in Section 4(b) hereof, except that a Grantor may (x) change its name, organizational identification number or FEIN or its jurisdiction of incorporation in connection with a transaction permitted by Section 6.02(c) of the Collateral Agent Financing Agreement and (y) change its name upon at least 30 days’ ' prior written notice by the Administrative Borrower to the Agent of such change and so long as, at the time of such written notification, such Person provides any change in such Grantor’s name, identity financing statements or organizational structure, fixture filings necessary to perfect and continue perfected the Agent's Liens. Each Grantor shall (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (Cx) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (Dy) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice pursuant to such Grantor, the terms of the Financing Agreement to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the AccountsAccounts in accordance with its usual business practices and the terms of the Loan Documents. In connection with such collections, any each Grantor may (andand upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s 's direction, will) take such action as any such Grantor or (after the Collateral Agent occurrence and during the continuance of an Event of Default) the Agent, as the case may be, deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s 's rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent or its designated agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the Loan Account so long as no Event of Default shall have occurred and be continuing or (ii) if an Event of Default shall have occurred and be continuing, applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent or its designated agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Agent or its designated agent shall (in the sole and absolute discretion of the Agent) be held as additional Collateral Agent shall be applied as specified for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to described in Schedule II hereto by any party thereto other than any a Grantor, each (A) the relevant Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps thereto, (B) no Grantor will, without the prior written consent of the Agent, declare or waive any such breach or default or affirmatively consent to protect and preserve the cure thereof or exercise any of its rights and remedies in respect thereof, and (C) after the occurrence and during the continuance of an Event of Default, each Grantor will, upon written instructions from the Agent and at such breach Grantor's expense, take such action as the Agent may deem necessary or default, or will obtain or acquire an appropriate substitute Licenseadvisable in respect thereof. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto which purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License described in Schedule II hereto (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material such License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II heretosuch License.

Provisions Concerning the Accounts and the Licenses. (i) Each No Grantor will shall, without the prior written consent of the Collateral Agent, change (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s 's name, identity or organizational structure, structure or (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, . Each Grantor shall (Cx) immediately promptly notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (Dy) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice pursuant to such Grantor, the terms of the Financing Agreement to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any each Grantor may (and, at the Collateral Agent’s 's direction, will) take such action as any such Grantor or (or, if applicable, the Collateral Agent Agent) may deem reasonably necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent -------- ------- shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any Grantor of a written notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s 's rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent or its designated agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the Loan Account so long as no Event of Default shall have occurred and be continuing or (ii) if an Event of Default shall have occurred and be continuing, applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent or its designated agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent or its designated agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any material breach or default under any material Material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each (A) the relevant Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps thereto, (B) no Grantor will, without the prior written consent of the Collateral Agent, declare or waive any such breach or default or affirmatively consent to protect and preserve the cure thereof or exercise any of its rights and remedies in respect of thereof, and (C) each Grantor will, upon written instructions from the Collateral Agent and at such breach Grantor's expense, take such action as the Collateral Agent may deem necessary or default, or will obtain or acquire an appropriate substitute Licenseadvisable in respect thereof. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material Material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right all material rights which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such the Licenses in full force and effect, in each case to the extent such Grantor deems (in the exercise of its reasonable business judgment) such exercise or action to be in its best interests. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II heretoMaterial License.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent Lender at least 30 days’ prior written notice of any change in such Grantor’s name (including the addition of any French name), identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation formation, principal place of business and chief executive office as set forth in Schedule I and Schedule III hereto, (C) immediately notify the Collateral Agent Lender upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent Lender during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsrecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral AgentLender’s direction, will) take such action as any Grantor or the Collateral Agent Lender may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent Lender shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Lender and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent Lender or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent Lender that the Collateral Agent Lender has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Lender hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent Lender in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b8(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Lender may (in its sole and absolute discretionwith the consent or at the direction of the Requisite Holders) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Lender by wire transfer (to such deposit account as the Collateral Agent Lender shall specify, or in such other manner as the Collateral Agent Lender shall direct) all or a portion of such securitiesthe Securities, cashMoney, investments and other items held by such institutioninstitution for the benefit of said Grantor. Any such securitiesSecurities, cashMoney, investments and other items so received by the Collateral Agent Lender shall be applied as specified in accordance with Section 7(b8(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent Lender written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent Lender a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral AgentLender, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor Borrower will (A) give the Collateral Agent Lender at least 30 days’ prior written notice of any change in such GrantorBorrower’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent Lender upon obtaining an organizational identification number, if on the date hereof such Grantor Borrower did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent Lender during normal business hours on reasonable notice to such GrantorBorrower, to inspect and make abstracts from such records. (ii) Each Grantor Borrower will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor Borrower may (and, at the Collateral AgentLender’s direction, will) take such action as any Grantor Borrower or the Collateral Agent Lender may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent Lender shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Lender and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor Borrower thereunder directly to the Collateral Agent Lender or its designated agent and, upon such notification and at the expense of any Grantor Borrower and to the extent permitted by applicable law, to enforce collection of any such Accounts and to reasonably adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor Borrower might have done. After receipt by any Grantor Borrower of a notice from the Collateral Agent Lender that the Collateral Agent Lender has notified, intends to notify, or has enforced or intends to enforce any GrantorBorrower’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor Borrower in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Lender, shall be segregated from other funds of any Grantor Borrower and shall be forthwith paid over to the Collateral Agent Lender in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b7.b) hereof, and (B) no Grantor Borrower will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Lender may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor Borrower either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Lender by wire transfer (to such deposit account as the Collateral Agent Lender shall specify, or in such other manner as the Collateral Agent Lender shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent Lender shall be applied as specified in accordance with Section 7(b7.b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any GrantorBorrower, each Grantor party thereto Borrower will, promptly after obtaining knowledge thereof, give the Collateral Agent Lender written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor Borrower will, at its expense, promptly deliver to the Collateral Agent Lender a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor Borrower thereto. (v) Each Grantor Borrower will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor willBorrower will not, without the prior written consent of the Collateral AgentLender, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 thirty (30) days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(a) hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any such Grantor may (and, at the Collateral Agent’s 's direction, will) take such action as any such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any a Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any such Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule Part A of SCHEDULE I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts, in accordance with the Existing Purchase Agreement and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsChattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s 's direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof; provided that any New Note Collateral shall be applied in accordance with the terms of the Exchange Agreements. (iii) Upon the occurrence and during the continuance of any material breach or default under any material License referred to in Schedule II Part F of SCHEDULE I hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II Part F of SCHEDULE I hereto purports to exercise any of its rights or affect any of its obligations thereunderthereunder in a manner which, in either case, would adversely affect the interest of the Collateral Agent or the Investors hereunder or under any Transaction Document, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Upon the occurrence and during the continuance of an Event of Default, no Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II Part F of SCHEDULE I hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s namewill, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any each Grantor may (and, upon the occurrence and continuation of an Event of Default, at the Collateral Agent’s 's direction, will) take such action as any such Grantor or (or, if an Event of Default has occurred and is continuing, the Collateral Agent Agent) may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After the occurrence and continuation of an Event of Default and the receipt by any Grantor of a written notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s 's rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent or its designated agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b9(d) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereonthereon without the prior written consent of the Agent. In addition, upon the occurrence and during the continuance of an Event of Default, with respect to any account subject to the Collateral Account Control Requirements (as defined below), the Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either that maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts such account to send immediately to the Collateral Agent or its designated agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Agent or its designated agent shall (in the sole and absolute discretion of the Agent) be held as additional Collateral Agent shall be applied as specified for the Secured Obligations or distributed in accordance with Section 7(b) 9 hereof. (iiiii) Upon the occurrence and during the continuance of any material breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each (A) the relevant Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps thereto, (B) no Grantor will, without the prior written consent of the Agent, declare or waive any such breach or default or affirmatively consent to protect and preserve the cure thereof or exercise any of its rights and remedies in respect of thereof, and (C) each Grantor will, upon written instructions from the Agent and at such breach or defaultGrantor's expense, or will obtain or acquire an appropriate substitute Licensetake such action as the Agent may deem necessary in respect thereof. (iviii) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto (A) declares a breach or default by a Grantor of any material term thereunder, (B) terminates such License or (C) purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (viv) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all material respects all of its obligations under each material License and will take all action reasonably necessary to maintain such the Licenses in full force and effecteffect in accordance with their respective terms but, in each case, only to the extent that the failure to do so would reasonably be expected to cause a Material Adverse Change. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred unless the failure to in Schedule II heretodo so would reasonably be expected to cause a Material Adverse Change.

Provisions Concerning the Accounts and the Licenses. (i) Each Any Grantor will (A) give the Collateral Agent Buyer at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent Buyer upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent Buyer during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s Buyer's direction, will) take such action as any Grantor or the Collateral Agent Buyer may deem necessary or advisable to enforce collection or performance of the Accounts; provided, howeverhowever , that the Collateral Agent Buyer shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default and subject to the Rights of the Senior Lenders, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Buyer and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent Buyer or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any may Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent Buyer that the Collateral Agent Buyer has notified, intends to notify, or has enforced or intends to enforce any Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Buyer hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent Buyer in the same form as so received (with any necessary endorsement) to be held as cash Encumbered Collateral and either (i) credited to the outstanding obligations so long as no Event of Default shall have occurred and be continuing or (ii) if an Event of Default shall have occurred and be continuing, applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Buyer may (in its sole and absolute discretiondiscretion and subject to the rights of the Senior Lenders) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Buyer by wire transfer (to such deposit account as the Collateral Agent Buyer shall specify, or in such other manner as the Collateral Agent Buyer shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent Buyer shall be applied held as specified in accordance with Section 7(b) hereofadditional Encumbered Collateral for the Obligations and shall be returned to the Company once the Event of Default has been cured and there are no disputes between the parties. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent Buyer written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent Buyer a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral AgentBuyer which shall not be unreasonably withheld, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II heretohereto unless in the Company’s ordinary course of business.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Accounts and Chattel Paper and, at the expense of Collateral and Agent so long as no Event of Default exists, permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any such Grantor may (and, at the Collateral Agent’s direction, will) take such action as any such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any a Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the loan account so long as no Event of Default shall have occurred and be continuing or (ii) if an Event of Default shall have occurred and be continuing, applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any such Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each No Grantor will shall, without the prior written consent of the Secured Parties, change (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I heretoSection 4(b) hereof, or (C) its chief executive office as set forth on Schedule III hereto. Each Grantor shall (x) immediately notify the Collateral Agent Secured Parties upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (Dy) keep adequate records concerning the Collateral Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice Secured Parties pursuant to such Grantor, the terms of the Loan Agreement to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)Section 5(f), continue to collect, at its own expense, all amounts due or to become due under its Accounts in accordance with its usual business practices and terms of the AccountsLoan Documents. In connection with such collections, any each Grantor may (and, at the Collateral Agent’s Secured Parties’ direction, will) take such action as any such Grantor or the Collateral Agent Secured Parties, as the case may be, deem necessary or advisable to enforce collection or performance of the General Intangible Accounts; provided, however, that the Collateral Agent shall have the right at any time following . Upon the occurrence and during the continuance of an Event of any Default to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders), shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Secured Parties may (send notice in its sole and absolute discretion) direct any or writing to all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any General Intangible Accounts’ payers requesting them to make all payments on such Accounts to send immediately directly to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereofSecured Parties. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to described in Schedule II hereto by any party thereto other than any a Grantor, each (A) the relevant Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent Secured Parties written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps thereto, (B) no Grantor will, without the prior written consent of the Secured Parties, declare or waive any such breach or default or affirmatively consent to protect and preserve the cure thereof or exercise any of its rights and remedies in respect of thereof, and (C) each Grantor will, upon written instructions from the Secured Parties and at such breach Grantor’s expense, take such action as the Secured Parties may deem necessary or default, or will obtain or acquire an appropriate substitute Licenseadvisable in respect thereof. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent Secured Parties a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral AgentSecured Parties, cancel, terminate, amend or otherwise modify in any material respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders), shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any material respect, or waive any provision of, any material License referred to in Schedule II heretohereto unless such Grantor has replaced such License with a substitute License reasonably sufficient for the continued business and operations of such Grantor or if such License is no longer beneficial for the business and operations of such Grantor.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 thirty (30) days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), in accordance with Section 12(q) and 12(r) of each Note, continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account or Master Restricted Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will shall not, without the prior written consent of the Agent, change (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s its name, identity or organizational structure, structure or (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, . Grantor shall (Cx) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (Dy) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice pursuant to such Grantor, the terms of the Financing Agreement to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent Agent, in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the Loan Account so long as no Event of Default shall have occurred and be continuing or (ii) if an Event of Default shall have occurred and be continuing, applied as specified in Section 7(b) hereof, and (B) no Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each (A) Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter thereto, (B) Grantor will take reasonable steps not, without the prior written consent of the Agent, declare or waive any such breach or default or affirmatively consent to protect and preserve the cure thereof or exercise any of its rights and remedies in respect of thereof, and (C) Grantor will, upon written instructions from the Agent and at Grantor’s expense, take such breach action as the Agent may deem necessary or default, or will obtain or acquire an appropriate substitute Licenseadvisable in respect thereof. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such the Licenses in full force and effect. No Grantor willwill not, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately promptly notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any such Grantor may (and, at the Collateral Agent’s 's direction, will) take such action as any such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any a Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any such Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor The Company will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantorthe Company’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor the Company did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantorthe Company, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (The Company will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor the Company may (and, at the Collateral Agent’s direction, will) take such action as any Grantor the Company or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor the Company thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor the Company and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor the Company might have done. After receipt by any Grantor the Company of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantorthe Company’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor the Company in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor the Company and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor the Company will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor the Company either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantorthe Company, each Grantor party thereto the Company will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor The Company will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor the Company thereto. (v) Each Grantor The Company will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor willThe Company will not, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor The Company will (A) give the Collateral Agent at least 30 days’ days prior written notice of any change in such Grantor’s the Company's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor the Company did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantorthe Company, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (The Company will, except as otherwise provided in this subsection (f)), use commercially reasonable efforts to continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the The Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor the Company thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor the Company and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any may Grantor might have done. After receipt by any Grantor the Company of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s the Company's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, upon the occurrence of an Event of Default and for so long as an Event of Default shall be continuing, (A) all amounts and proceeds (including Instruments) received by any Grantor the Company in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor the Company and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the outstanding obligations so long as no Event of Default shall have occurred and be continuing or (ii) if an Event of Default shall have occurred and be continuing, applied as specified in Section 7(b) hereof, and (B) no Grantor the Company will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor the Company either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution; provided, that if Collateral Agent shall give such a notice it shall, upon notification and verification of the discontinuance of the applicable Event of Default, promptly give a notice to each such bank and financial institution that it should no longer send any such securities, cash, investments or other items to the Collateral, and the Collateral Agent shall return all such items theretofore received (except to the extent properly applied against the Obligations) to the Company. Any Subject to the preceding sentence, any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantorthe Company, each Grantor party thereto the Company will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute LicenseLicense if reasonably necessary in the continued conduct of the Company’s business as theretofore conducted. (iv) Each Grantor The Company will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor the Company thereto. (v) Each Grantor The Company will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(a) hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)Section 5(f), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any such Grantor may (and, at the Collateral Agent’s 's direction, will) take such action as any such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any a Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any such Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon becoming aware of the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto to which Grantor is a party, by any party thereto other than any a Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute LicenseLicense for the continuance of business operations. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto to which Grantor is a party, purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II heretohereto to which Grantor is a party.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent Secured Party at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, and (C) immediately notify the Collateral Agent Secured Party upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)c), continue to collect, at its own expense, all amounts due or to become due under the AccountsAccounts for deposit into the Lockbox Account. In connection with such collections, any Grantor may (and, at the Collateral AgentSecured Party’s direction, will) take such action as any Grantor or the Collateral Agent Secured Party may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent Secured Party shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Secured Party and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent Secured Party or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent Secured Party that the Collateral Agent Secured Party has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Secured Party hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent Secured Party in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Secured Party may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Secured Party by wire transfer (to such deposit account as the Collateral Agent Secured Party shall specify, or in such other manner as the Collateral Agent Secured Party shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent Secured Party shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent Secured Party written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent Secured Party a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral AgentSecured Party, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any such Grantor may (and, at the Collateral Agent’s 's direction, will) take such action as any such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any a Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any such Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b7 hereof. The provisions of this Section 5(f)(ii) hereofshall be subject to the rights and obligations of the Company and Rxxxxxxxx under the Factoring Agreement and that certain Subordination and Intercreditor Agreement dated July __, 2010, by and among the Company, Rxxxxxxxx, the Collateral Agent and the Buyers. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain or its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (CB) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (DC) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any such Grantor may (and, during the continuance of an Event of Default, at the Collateral Agent’s 's direction, will) take such action as any such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any a Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any such Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each During the continuance of an Event of Default, each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No During the continuance of an Event of Default, no Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collectThe Grantors shall, at its own expense, take all reasonable steps to enforce, collect and receive all amounts due owing or to become due under on the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance Accounts Receivable of the Accounts; providedGrantors or any of their Subsidiaries and may settle, however, that adjust or compromise the Collateral Agent shall have amount due in the right at any time following ordinary course of business consistent with past practices. After the occurrence and during the continuance of an Event of Default Default, the Agent (at the written direction of the Required Lenders) may send a notice of assignment and/or notice of the Lenders' security interest to notify the any and all Account Debtors or obligors under third parties holding or otherwise concerned with any Accounts of the assignment of such Accounts to Collateral, and thereafter the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification designee shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and at the expense of any Grantor books and to the extent permitted by applicable law, records relating thereto and/or to enforce collection of any such Accounts and Receivable, and/or to adjustsettle, settle adjust or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s 's rights against the Account Debtors or obligors under any Accounts Receivable as referred to in the proviso to the immediately preceding sentencesentence after the occurrence and during the continuance of an Event of Default, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts Receivable shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent or its designated agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b9(d) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account Receivable or extend the time of payment thereof, or release wholly or partly any Account Debtor or obligor thereof thereof, or allow any allowance, credit or discount thereon. In addition, upon . (ii) Each Grantor hereby appoints the occurrence and Agent or its designee on behalf of the Agent as the Grantors' attorney-in-fact with power exercisable during the continuance of an Event of DefaultDefault to endorse any Grantor's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral Accounts Receivable, to sign any Grantor's name on any invoice or bxxx of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Grantor to such address as the Agent or its designee may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (in its sole and absolute discretion) direct other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments Loans and other items held by such institution. Any such securitiesObligations under the Loan Documents are paid in full, cash, investments all Commitments are terminated and other items so received by all of the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereofLoan Documents are terminated. (iii) Nothing herein contained shall be construed to constitute the Agent as agent of any Grantor for any purpose whatsoever, and the Agent and Secured Parties shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent and Secured Parties shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, does not assume any of the obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by any Grantor of any of the terms and conditions thereof. (iv) Upon the occurrence and during the continuance of any material breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each (A) the relevant Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto thereto, and thereafter will take reasonable steps to protect (B) after the occurrence and preserve its rights and remedies in respect during the continuance of such breach or defaultan Event of Default, or will obtain or acquire an appropriate substitute License. (iv) Each each Grantor will, upon written instructions from the Agent (at its the written direction of the Required Lenders and at such Grantor's expense, promptly deliver to take such action as the Collateral Agent a copy of each notice may deem necessary or other communication received by it by which any other party to any material License referred to advisable in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor theretorespect thereof. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor Debtor will (A) give the Collateral Agent Lender at least 30 days’ prior written notice of any change in such GrantorDebtor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent Lender upon obtaining an organizational identification number, if on the date hereof such Grantor Debtor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent Lender during normal business hours on reasonable notice to such GrantorDebtor, to inspect and make abstracts from such records. (ii) Each Grantor Debtor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor Debtor may (and, at the Collateral AgentLender’s direction, will) take such action as any Grantor Debtor or the Collateral Agent Lender may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent Lender shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Lender and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor Debtor thereunder directly to the Collateral Agent Lender or its designated agent and, upon such notification and at the expense of any Grantor Debtor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to reasonably adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor Debtor might have done. After receipt by any Grantor Debtor of a notice from the Collateral Agent Lender that the Collateral Agent Lender has notified, intends to notify, or has enforced or intends to enforce any GrantorDebtor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor Debtor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Lender, shall be segregated from other funds of any Grantor Debtor and shall be forthwith paid over to the Collateral Agent Lender in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b7.b) hereof, and (B) no Grantor Debtor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Lender may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor Debtor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Lender by wire transfer (to such deposit account as the Collateral Agent Lender shall specify, or in such other manner as the Collateral Agent Lender shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent Lender shall be applied as specified in accordance with Section 7(b7.b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any GrantorDebtor, each Grantor party thereto Debtor will, promptly after obtaining knowledge thereof, give the Collateral Agent Lender written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor Debtor will, at its expense, promptly deliver to the Collateral Agent Lender a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor Debtor thereto. (v) Each Grantor Debtor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor willDebtor will not, without the prior written consent of the Collateral AgentLender, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor Borrower will (A) give the Collateral Agent Lender at least 30 days’ prior written notice of any change in such GrantorBorrower’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent Lender upon obtaining an organizational identification number, if on the date hereof such Grantor Borrower did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent Lender during normal business hours on reasonable notice to such GrantorBorrower, to inspect and make abstracts from such records. (ii) Each Grantor Borrower will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor Borrower may (and, at the Collateral AgentLender’s direction, will) take such action as any Grantor Borrower or the Collateral Agent Lender may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent Lender shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Lender and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor Borrower thereunder directly to the Collateral Agent Lender or its designated agent and, upon such notification and at the expense of any Grantor Borrower and to the extent permitted by applicable law, to enforce collection of any such Accounts and to reasonably adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor Borrower might have done. After receipt by any Grantor Borrower of a notice from the Collateral Agent Lender that the Collateral Agent Lender has notified, intends to notify, or has enforced or intends to enforce any GrantorBorrower’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor Borrower in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Lender, shall be segregated from other funds of any Grantor Borrower and shall be forthwith paid over to the Collateral Agent Lender in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b7.b) hereof, and (B) no Grantor Borrower will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Lender may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor Borrower either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Lender by wire transfer (to such deposit account as the Collateral Agent Lender shall specify, or in such other manner as the Collateral Agent Lender shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent Lender shall be applied as specified in accordance with Section 7(b7.b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any GrantorBorrower, each Grantor party thereto Borrower will, promptly after obtaining knowledge thereof, give the Collateral Agent Lender written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor Borrower will, at its expense, promptly deliver to the Collateral Agent Lender a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor Borrower thereto. (v) Each Grantor Borrower will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor willBorrower will not, without the prior written consent of the Collateral AgentLender, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent Secured Party at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately promptly notify the Collateral Agent Secured Party upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent Secured Party during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral AgentSecured Party’s direction, will) take such action as any Grantor or the Collateral Agent Secured Party may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent Secured Party shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Secured Party and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent Secured Party or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent Secured Party that the Collateral Agent Secured Party has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Secured Party hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent Secured Party in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Secured Party may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Secured Party by wire transfer (to such deposit account as the Collateral Agent Secured Party shall specify, or in such other manner as the Collateral Agent Secured Party shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent Secured Party shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent Secured Party written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent Secured Party a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral AgentSecured Party, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 15 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the AccountsAccounts in manner consistent with past practice. In connection with such collections, any Grantor may (and, at the Collateral Agent’s directiondirection after the occurrence and during the continuance of an Event of Default, will) take such action as any Grantor or (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent Agent) may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its his designated agent and, upon such notification notification, and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor Grantor, after the occurrence and during the continuance of an Event of Default, of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders), shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its his sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor The Company will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantorthe Company’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent Agent, in writing, upon obtaining an organizational identification number, if on the date hereof such Grantor the Company did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantorthe Company, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (The Company will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor the Company may (and, at the Collateral Agent’s directiondirection (such direction to be given at the written request of the Required Holders), will) take such action as any Grantor the Company or the Collateral Agent may reasonably deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor the Company thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor the Company and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor the Company might have done. After receipt by any Grantor the Company of a notice from the Collateral Agent that an Event of Default has occurred and that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s the Company ‘s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor the Company in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor the Company and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no Grantor the Company will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) and, at the written request of the Required Holders, shall direct any or all of the banks and financial institutions with which any Grantor the Company either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantorthe Company, each Grantor party thereto the Company will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor The Company will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor the Company thereto. (v) Each Grantor The Company will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor willThe Company will not, without the prior written consent of the Collateral AgentAgent (to be given at the written direction of the Required Holders), cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each The Grantor will (A) give the Collateral Agent at least 30 days’ ' prior written notice of any change in such the Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such the Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such the Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each The Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any the Grantor may (and, at the Collateral Agent’s 's direction, will) take such action as any the Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default a Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any the Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any the Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any the Grantor might have done. After receipt by any the Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any the Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any the Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the loan account so long as no Default shall have occurred and be continuing or (ii) if a Default shall have occurred and be continuing, applied as specified in Section 7(b) hereof, and (B) no the Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of a Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any the Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any the Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each The Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such the Grantor thereto. (v) Each The Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No The Grantor willwill not, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I VII hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the AccountsAccounts that are not Excluded Collateral; provided, however, that the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the Account Debtors or obligors under any Accounts that are not Excluded Collateral of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders), shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II XVII hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II XVIII hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II XIX hereto.. 18

Provisions Concerning the Accounts and the Licenses. (i) Each No Grantor will shall, except as otherwise permitted by the Financing Agreement, change (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s its name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Section 4(b) hereof, or (c) its chief executive office as set forth on Schedule I III hereto, . Each Grantor shall (Cx) immediately promptly notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (Dy) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice pursuant to such Grantor, the terms of the Financing Agreement to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any each Grantor may (and, upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s 's direction, will) take such action as any such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s 's rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent or its designated agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the Loan Account so long as no Event of Default shall have occurred and be continuing or (ii) if an Event of Default shall have occurred and be continuing, applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent or its designated agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent or its designated agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material term of any License referred to in described on Schedule II hereto by any party thereto other than any a Grantor, each (A) the relevant Grantor party thereto will, promptly and in any event within 5 Business Days after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps thereto, (B) no Grantor will, without the prior written consent of the Collateral Agent, declare or waive any such breach or default or affirmatively consent to protect and preserve the cure thereof or exercise any of its rights and remedies in respect thereof, and (C) after the occurrence and during the continuance of an Event of Default, each Grantor will, upon written instructions from the Collateral Agent and at such breach Grantor's expense, take such action as the Collateral Agent may deem necessary or default, or will obtain or acquire an appropriate substitute Licenseadvisable in respect thereof. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto (A) declares a breach or default by a Grantor of any material term thereunder, (B) terminates such License or (C) purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently in a commercially reasonable manner each and every right which it may have under each material License referred to on Schedule II hereto (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material such License and and, except as set forth in the next sentence, will take all action reasonably necessary to maintain such Licenses in full force and effecteffect during the term of such License. No Grantor will, without the prior written consent of the Collateral AgentAgent (which consent shall not be unreasonably withheld), cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any such License except for the termination of Licenses that the Grantors reasonably determine in good faith to no longer be material License referred and useful to in Schedule II heretothe business of the Grantors, taken as a whole.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain or its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (CB) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (DC) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any such Grantor may (and, during the continuance of an Event of Default, at the Collateral Agent’s direction, will) take such action as any such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any a Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any such Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each During the continuance of an Event of Default, each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No During the continuance of an Event of Default, no Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor The Company will (A) give the Collateral Agent at least 30 days’ ' prior written notice of any change in such Grantor’s the Company's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor the Company did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantorthe Company, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (The Company will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor the Company may (and, at the Collateral Agent’s 's direction, will) take such action as any Grantor the Company or the Collateral Agent may reasonably deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor the Company thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor the Company and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor the Company might have done. After receipt by any Grantor the Company of a notice from the Collateral Agent that an Event of Default has occurred and that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s the Company 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor the Company in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor the Company and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no Grantor the Company will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor the Company either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantorthe Company, each Grantor party thereto the Company will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor The Company will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor the Company thereto. (v) Each Grantor The Company will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor willThe Company will not, without the prior written consent of the Collateral AgentAgent after the approval of the Majority Holders as contemplated in the Indenture, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Any Grantor will (A) give the Collateral Agent Buyer at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent Buyer upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent Buyer during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral AgentBuyer’s direction, will) take such commercially reasonable action as any Grantor or the Collateral Agent Buyer may deem necessary or advisable to enforce collection or performance of the Accounts; provided, howeverhowever , that the Collateral Agent Buyer shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Buyer and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent Buyer or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any may Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent Buyer that the Collateral Agent Buyer has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Buyer hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent Buyer in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the outstanding obligations so long as no Event of Default shall have occurred and be continuing or (ii) if an Event of Default shall have occurred and be continuing, applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Buyer may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Buyer by wire transfer (to such deposit account as the Collateral Agent Buyer shall specify, or in such other manner as the Collateral Agent Buyer shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Buyer shall (in the sole and absolute discretion of the Buyer) be held as additional Collateral Agent shall be applied as specified for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent Buyer written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent Buyer a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will will, to the extent commercially reasonable, exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral AgentBuyer, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto, except in the ordinary course or consistent with past practice.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any such Grantor may (and, at the Collateral Agent’s 's direction, will) take such action as any such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any a Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any such Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any material respect, or waive any material provision of, any material License referred to in Schedule II hereto, which consent shall not be unreasonably withheld.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s namewill, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own sole cost and expense, all amounts due or to become due under the Accounts. In connection with such collections, any each Grantor may (and, at the Collateral Agent’s directiondirection (acting at the direction of the Lender, acting reasonably), will) take such action as any such Grantor or (or, if applicable, the Collateral Agent (acting at the direction of the Lender, acting reasonably)) may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent (acting at the direction of the Lender) shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such written notification and at the sole cost and expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent or its designated agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b9(d) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereonthereon (in each case, unless pursuant to the express terms of such Account). In addition, upon pursuant to the occurrence and during terms of the continuance of an Event of DefaultNote, the Collateral Agent may (in its sole and absolute discretionacting at the direction of the Lender) direct any or all of the banks and financial institutions with which any Grantor either maintains a Collateral Account, Deposit Account or a lockbox (including, without limitation, any Controlled Accountother than Excluded Accounts) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent or its designated agent by wire transfer (to such deposit account as the Collateral Agent (acting at the direction of the Lender) shall specify, or in such other manner as the Collateral Agent (acting at the direction of the Lender) shall direct) all or a portion of such securities, cash, investments and other items held by such institution; provided that notwithstanding anything to the contrary, it is understood and agreed that the Lender shall not direct the Collateral Agent to give such notification or directions otherwise unless and until an Event of Default shall have occurred and is continuing. Any such securities, cash, investments and other items so received by the Collateral Agent or its designated agent shall (in the sole and absolute discretion of the Lender) be applied held as specified additional Collateral for the Secured Obligations or distributed in accordance with Section 7(b) 9 hereof. (iiiii) Upon Except as deemed appropriate by Grantor in accordance with the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunderreasonable business judgment, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No no Grantor will, without the prior written consent of the Collateral AgentAgent (acting at the direction of the Lender), cancel, terminate, amend or otherwise modify in any material respect, or waive any material provision of, any material License referred to in Schedule II heretoLicense.

Provisions Concerning the Accounts and the Licenses. (i) Each Any Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any the Grantor may (and, at the Collateral Agent’s direction, will) take such action as any the Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any the Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any the Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any the Grantor might have done. After receipt by any the Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any the Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any the Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any the Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section Paragraph 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any the Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section Paragraph 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any the Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ ' prior written notice of any change in such Grantor’s 's name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Part A of Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives Accounts, in accordance with Section [4(i)] of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect Purchase Agreement and make abstracts from such recordsChattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s 's direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Part F of Schedule II I hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Part F of Schedule II I hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Part F of Schedule II I hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s namewill, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)b), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any each Grantor may (and, at the Collateral Agent’s direction, will) take such action as any such Grantor or (or, if applicable, the Collateral Agent Agent) may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent or its designated agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereofthe Securities Purchase Agreement hereof or Notes, as applicable, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent or its designated agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Secured Obligations or distributed in accordance with Section 7(b) 8 hereof. (iiiii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each (A) the relevant Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps thereto, (B) no Grantor will, without the prior written consent of the Collateral Agent, declare or waive any such breach or default or affirmatively consent to protect and preserve the cure thereof or exercise any of its rights and remedies in respect of thereof, and (C) each Grantor will, upon written instructions from the Collateral Agent and at such breach Grantor’s expense, take such action as the Collateral Agent may deem necessary or default, or will obtain or acquire an appropriate substitute Licenseadvisable in respect thereof. (iviii) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any License (A) declares a breach or default by a Grantor of any material term thereunder, (B) terminates such License referred to in Schedule II hereto or (C) purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (viv) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such the Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each The Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such the Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such the Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives Accounts, in accordance with Section 4 (i) of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect Note Purchase Agreement and make abstracts from such recordsChattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any the Grantor may (and, at the Collateral Agent’s Required Holders’ direction, will) will take such action as any the Grantor or the Collateral Agent Required Holders may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any the Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any the Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any the Grantor might have done. After receipt by any the Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any the Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any the Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any the Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no the Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may shall (in its sole and absolute discretionat the written direction of the Required Holders) direct any or all of the banks and financial institutions with which any the Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (at the written direction of the Required Holders) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any the Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each The Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such the Grantor thereto. (v) Each The Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No The Grantor willwill not, without the prior written consent of the Collateral AgentRequired Holders, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s namewill, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f))) or as permitted by clause (d) of “Permitted Investments”, continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any each Grantor may (and, at the Collateral Agent’s direction, will) take such action as any such Grantor or (or, if applicable, the Collateral Agent Agent) may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent or its designated agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b9(d) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Administrative Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Administrative Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Secured Obligations or distributed in accordance with Section 7(b) 9 hereof. (iiiii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each (A) the relevant Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps thereto, (B) no Grantor will, without the prior written consent of the Collateral Agent, declare or waive any such breach or default or affirmatively consent to protect and preserve the cure thereof or exercise any of its rights and remedies in respect of thereof, and (C) each Grantor will, upon written instructions from the Collateral Agent and at such breach Grantor’s expense, take such action as the Collateral Agent may deem necessary or default, or will obtain or acquire an appropriate substitute Licenseadvisable in respect thereof. (iviii) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any License (A) declares a breach or default by a Grantor of any material term thereunder, (B) terminates such License referred to in Schedule II hereto or (C) purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (viv) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such the Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or identity, organizational structure, or chief executive office, as set forth on Schedule I or Schedule III hereto, as applicable (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in on Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any such Grantor may (and, at the Collateral Agent’s directiondirection upon the occurrence and during the continuance of an Event of Default, will) take such action as any such Grantor or (or, if applicable, the Collateral Agent Agent) may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have donedone until such time as the subject Event of Default ceases to exist. After receipt by any a Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent or its designee in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor Debtors or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any such Grantor either maintains a Deposit Account, Securities Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each the Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to terminate such License or exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will will, in its commercially reasonable business judgment, exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all material respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each No Grantor will shall change (A) give its name, organizational identification number or FEIN, or (B) its jurisdiction of incorporation as set forth in Section 4(b) hereof, except that a Grantor may (x) change its name, organizational identification number or FEIN or its jurisdiction of incorporation in connection with a transaction permitted by Section 7.03 of the Collateral Agent Loan Agreement and (y) change its name upon at least 30 days15 Business Days’ prior written notice by the Administrative Borrower to the Agent of such change and so long as, at the time of such written notification, such Person provides any change in such Grantorfinancing statements or fixture filings necessary to perfect and continue perfected the Agent’s name, identity or organizational structure, Liens. Each Grantor shall (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (Cx) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (Dy) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice pursuant to such Grantor, the terms of the Loan Agreement to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each At any time an Event of Default has occurred and is continuing, upon written request of the Agent, each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the AccountsAccounts in accordance with its usual business practices and the terms of the Loan Documents. In connection with such collections, any each Grantor may (andand upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s direction, will) take such action as any such Grantor or (after the Collateral Agent occurrence and during the continuance of an Event of Default) the Agent, as the case may be, deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Agent or its designated agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the Loan Account so long as no Event of Default shall have occurred and be continuing or (ii) if an Event of Default shall have occurred and be continuing, applied as specified in Section 7(b) hereof, and (B) no such Grantor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent or its designated agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Agent or its designated agent shall (in the sole and absolute discretion of the Agent) be held as additional Collateral Agent shall be applied as specified for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to described in Schedule II hereto by any party thereto other than any a Grantor, each (A) the relevant Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps thereto, (B) no Grantor will, without the prior written consent of the Agent, declare or waive any such breach or default or affirmatively consent to protect and preserve the cure thereof or exercise any of its rights and remedies in respect thereof, and (C) after the occurrence and during the continuance of an Event of Default, each Grantor will, upon written instructions from the Agent and at such breach Grantor’s expense, take such action as the Agent may deem necessary or default, or will obtain or acquire an appropriate substitute Licenseadvisable in respect thereof. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto which purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License described in Schedule II hereto (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material such License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II heretosuch License.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately promptly notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the reasonable direction of the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may reasonably deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right right, at any time following the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in accordance with the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders), shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account (other than Excluded Accounts) or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately promptly to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institutioninstitution (other than amounts held in Excluded Accounts). Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material Material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will use reasonable best efforts to obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material Material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every any right which it may have under each material any Material License (other than any right of termination) that, in such Grantor’s business judgment, is necessary or beneficial to the conduct of such Grantor’s business, and will use its best efforts to duly perform and observe in all respects all of its obligations under each material Material License and will take all action reasonably necessary actions to maintain such Material Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any material provision of, of any material Material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s namewill, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any each Grantor may (and, at the Collateral Administrative Agent’s direction, will) take such action as any such Grantor or (or, if applicable, the Collateral Agent Administrative Agent) may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Administrative Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Administrative Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any such Grantor thereunder directly to the Collateral Administrative Agent or its designated agent and, upon such notification and at the expense of any such Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any such Grantor might have done. After receipt by any Grantor of a notice from the Collateral Administrative Agent that the Collateral Administrative Agent has notified, intends to notify, or has enforced or intends to enforce any a Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Administrative Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any such Grantor and shall be forthwith paid over to the Collateral Administrative Agent or its designated agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as specified in Section 7(b9(d) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, other than in the Collateral Agent may ordinary course of business consistent with its past practice and in amounts which are not material to such Grantor, such Grantor will not (in its sole and absolute discretioni) direct grant any or all extension of the banks and financial institutions with which time for payment of any Grantor either maintains a Deposit Account, (ii) compromise or settle any Account for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Account, (iv) allow any credit or discount whatsoever on any Account or a lockbox (includingv) amend, without limitation, supplement or modify any Controlled Account) or deposits Account in any manner that could adversely affect the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereofvalue thereof. (iiiii) Upon the occurrence and during the continuance of any material breach or default under any material License referred to in Schedule II hereto by any party thereto other than any a Grantor, each (A) the relevant Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Administrative Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps thereto, (B) no Grantor will, without the prior written consent of the Administrative Agent, declare or waive any such breach or default or affirmatively consent to protect and preserve the cure thereof or exercise any of its rights and remedies in respect of thereof, and (C) each Grantor will, upon written instructions from the Administrative Agent and at such breach Grantor’s expense, take such action as the Administrative Agent may deem reasonably necessary or default, or will obtain or acquire an appropriate substitute Licenseadvisable in respect thereof. (iviii) Each Grantor will, at its expense, promptly deliver to the Collateral Administrative Agent a copy of each notice or other communication received by it by which any other party to any License material to the business of such Grantor (A) declares a material breach or default by a Grantor of any material term thereunder, (B) terminates such License referred to in Schedule II hereto or (C) purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (viv) Each Grantor will exercise promptly and diligently each and every right which it may have under each License material License to the business of such Grantor (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material such License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Administrative Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any License material License referred to in Schedule II heretothe business of such Grantor.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Part A of Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsChattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Part F of Schedule II I hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Part F of Schedule II I hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any material respect, or waive any provision of, any material License referred to in Part F of Schedule II I hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Second Lien Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or corporate organizational structureform, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Part A of Schedule I hereto, (C) immediately notify the Second Lien Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsChattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, subject to the Intercreditor Agreement, at the Second Lien Collateral Agent’s direction, will) take such action as any Grantor or the Second Lien Collateral Agent may deem reasonably necessary or advisable to enforce collection or performance of the Accounts; provided, however, that subject to the Intercreditor Agreement, the Second Lien Collateral Agent shall have the right right, subject to the Intercreditor Agreement, at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Second Lien Collateral Agent and to direct direct, subject to the Intercreditor Agreement, such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Second Lien Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After Subject to the Intercreditor Agreement, after receipt by any Grantor of a notice from the Second Lien Collateral Agent that the Second Lien Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Second Lien Collateral Agent hereunder (for hereunder, subject to the benefit the Noteholders)Intercreditor Agreement, shall be segregated from other funds of any Grantor and shall be be, subject to the Intercreditor Agreement, forthwith paid over to the Second Lien Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of DefaultDefault arising from (i) a payment default under the Notes or any other Transaction Document or (ii) any other default following acceleration of the Note, the Second Lien Collateral Agent may (in its sole and absolute discretion) ), subject to the Intercreditor Agreement, direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Second Lien Collateral Agent by wire transfer (to such deposit account as the Second Lien Collateral Agent shall specify, or in such other manner as the Second Lien Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Second Lien Collateral Agent shall shall, subject to the Intercreditor Agreement, be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any material breach or default under of any material License referred to in Part F of Schedule II I hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Second Lien Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take commercially reasonable steps as determined by Company in the exercise of its commercial judgment appropriate to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Second Lien Collateral Agent a copy of each material notice or other communication received by it by which any other party to any material License referred to in Part F of Schedule II I hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with alleges a copy of any reply material breach by such Grantor thereto. (v) Each Grantor will use commercially reasonable efforts to exercise promptly and diligently each and every all material right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No To the extent reasonably likely to cause a material adverse effect on the Noteholder’s rights or remedies hereunder, no Grantor will, without the prior written consent of the Second Lien Collateral Agent, cancel, terminateterminate or amend, amend waive or otherwise modify in any respect, or waive any provision of, any material License referred to in Part F of Schedule II I hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Any Grantor will (A) give the Collateral Agent Buyer at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent Buyer upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent Buyer during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral AgentBuyer’s direction, will) take such action as any Grantor or the Collateral Agent Buyer may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent Buyer shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Buyer and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent Buyer or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any may Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent Buyer that the Collateral Agent Buyer has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Buyer hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent Buyer in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the outstanding obligations so long as no Event of Default shall have occurred and be continuing or (ii) if an Event of Default shall have occurred and be continuing, applied as specified in Section 7(b) 7 hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Buyer may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Buyer by wire transfer (to such deposit account as the Collateral Agent Buyer shall specify, or in such other manner as the Collateral Agent Buyer shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Buyer shall (in the sole and absolute discretion of the Buyer) be held as additional Collateral Agent shall be applied as specified for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent Buyer written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent Buyer a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral AgentBuyer, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Any Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II heretoLicense.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent Lender at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent Lender upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records Records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent Lender during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral AgentLender’s direction, will) take such action as any Grantor or the Collateral Agent Lender may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent Lender shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Lender and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent Lender or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent Lender that the Collateral Agent Lender has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Lender hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent Lender in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Lender may (in its sole and absolute discretionwith the consent or at the request of the Requisite Holders) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Lender by wire transfer (to such deposit account as the Collateral Agent Lender shall specify, or in such other manner as the Collateral Agent Lender shall direct) all or a portion of such the securities, cash, investments and other items held by such institutioninstitution for the benefit of said Grantor. Any such securities, cash, investments and other items so received by the Collateral Agent Lender shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent Lender written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent Lender a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral AgentLender, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor The Debtor will (A) give the Collateral Agent Secured Party at least 30 days’ prior written notice of any change in such Grantorthe Debtor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I 1 hereto, (C) immediately notify the Collateral Agent Secured Party upon obtaining an organizational identification number, if on the date hereof such Grantor the Debtor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent Secured Party during normal business hours on reasonable notice to such Grantorthe Debtor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (The Debtor will, except as otherwise provided in this subsection subparagraph (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor the Debtor may (and, at the Collateral AgentSecured Party’s direction, will) take such action as any Grantor the Debtor or the Collateral Agent Secured Party may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent Secured Party shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent Secured Party and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor the Debtor thereunder directly to the Collateral Agent Secured Party or its designated agent and, upon such notification and at the expense of any Grantor the Debtor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor the Debtor might have done. After receipt by any Grantor the Debtor of a notice from the Collateral Agent Secured Party that the Collateral Agent Secured Party has notified, intends to notify, or has enforced or intends to enforce any Grantorthe Debtor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor the Debtor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)Secured Party hereunder, shall be segregated from other funds of any Grantor the Debtor and shall be forthwith paid over to the Collateral Agent Secured Party in the same form as so received (with any necessary endorsement) to be applied as specified in Section Paragraph 7(b) hereof, and (B) no Grantor the Debtor will not adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Secured Party may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor the Debtor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent Secured Party by wire transfer (to such deposit account as the Collateral Agent Secured Party shall specify, or in such other manner as the Collateral Agent Secured Party shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent Secured Party shall be applied as specified in accordance with Section Paragraph 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II 1 attached hereto by any party thereto other than any Grantorthe Debtor, each Grantor the Debtor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent Secured Party written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor The Debtor will, at its expense, promptly deliver to the Collateral Agent Secured Party a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II 1 attached hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor the Debtor thereto. (v) Each Grantor The Debtor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor willThe Debtor will not, without the prior written consent of the Collateral AgentSecured Party, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II 1 attached hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or corporate organizational structureform, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Part A of Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives Accounts, in accordance with Section [4(i)] of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect Securities Purchase Agreement and make abstracts from such recordsChattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem reasonably necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of DefaultDefault arising from (i) a payment default under the Notes or any other Transaction Document or (ii) any other default following acceleration of the Note, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any material breach or default under of any material License referred to in Part F of Schedule II I hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take commercially reasonable steps as determined by Company in the exercise of its commercial judgment appropriate to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each material notice or other communication received by it by which any other party to any material License referred to in Part F of Schedule II I hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with alleges a copy of any reply material breach by such Grantor thereto. (v) Each Grantor will use commercially reasonable efforts to exercise promptly and diligently each and every all material right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No To the extent reasonably likely to cause a material adverse effect on the Noteholder’s rights or remedies hereunder, no Grantor will, without the prior written consent of the Collateral Agent, cancel, terminateterminate or amend, amend waive or otherwise modify in any respect, or waive any provision of, any material License referred to in Part F of Schedule II I hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ 10 Business Days' prior written notice of any change in such Grantor’s 's name, identity identity, organizational structure or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I heretoformation, (CB) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (DC) keep adequate records concerning the Collateral and permit representatives Accounts, in accordance with Section 4 (i) of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect Securities Purchase Agreement and make abstracts from such recordsChattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s 's direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s 's rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.

Provisions Concerning the Accounts and the Licenses. (i) Each Any Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation incorporation as set forth in Schedule I Section 4(b) hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral Accounts and Chattel Paper and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such recordsRecords and Chattel Paper. (ii) Each Grantor will (will, except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following time, upon the occurrence and during the continuance of an Event of Default Default, to notify the Account Debtors account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors account debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any may Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors account debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders)hereunder, shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (i) credited to the outstanding obligations so long as no Event of Default shall have occurred and be continuing or (ii) if an Event of Default shall have occurred and be continuing, applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor account debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall (in the sole and absolute discretion of the Collateral Agent) be applied held as specified additional Collateral for the Obligations or distributed in accordance with Section 7(b) 7 hereof. (iii) Upon the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or will obtain or acquire an appropriate substitute License. (iv) Each Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together with a copy of any reply by such Grantor thereto. (v) Each Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action reasonably necessary to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent, cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.