Common use of Rights to Payment Clause in Contracts

Rights to Payment. It will: (i) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the Noteholders, except that it may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impaired; (ii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of it, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it to the Collateral Agent, the Agent and the Noteholders relating to such Account or other Right to Payment; (iii) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Agent and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims Act; (iv) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (v) upon the request of the Collateral Agent, the Agent or the Noteholders while an Event of Default exists, (a) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (b) notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent or to such other Person or location as the Collateral Agent shall specify; and (vi) upon the occurrence of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders shall reasonably require.

Rights to Payment. It will: (i) give only normal discountsUpon the request of the Administrative Agent, allowances during the continuance of an Event of Default, promptly provide the Administrative Agent with: (A) master customer listings, including all names and credits addresses, together with copies or originals (as requested by the Administrative Agent) of documents, customer statements, repayment histories and present status reports relating to Accounts the Accounts; (B) accurate (in all material respects) records and other Rights to Paymentsummaries of Accounts, in including customary agings specifying the ordinary course name, face value and date of business, according to normal trade practices utilized by it in the pasteach invoice, and enforce all listings of Accounts that are disputed or have been cancelled; and (C) such other Rights matters and information relating to Payment strictly in accordance with their terms, and take all such action to such end the Accounts as may the Administrative Agent shall from time to time be reasonably requested by the Collateral Agent, the Agent or the Noteholders, except that it may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedrequest; (ii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of it, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it to the Collateral Agent, the Agent and the Noteholders relating to such Account or other Right to Payment[Reserved]; (iii) [Reserved]; (iv) Other than Accounts the aggregate value of which does not at any one time exceed $5,000,000, if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately promptly (but in any event within 30 Business Days) notify the Collateral Agent, Administrative Agent thereof (which notice may be given in the Agent and the Noteholders thereof Borrowing Base Certificate) and, upon the request of the Collateral Administrative Agent, the Agent or the Noteholders, execute any documents and instruments and use commercially reasonable efforts to take any other steps reasonably requested by the Collateral Agent, the Administrative Agent or the Noteholders in order that all monies due and to become due thereunder there-under shall be collaterally assigned to the Collateral Administrative Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims Act; (ivv) If at any time such Debtor shall take a security interest in accordance any property of an Account Debtor or any other Person to secure payment and performance of an Account or other Right to Payment (other than consignment arrangements entered into in the ordinary course of business and agreements entered into in the ordinary course business on payment terms of no more than 90 days), upon the request of Administrative Agent with its sound business judgment perform respect to property having a value in excess of $5,000,000, such Debtor shall promptly (but in any event within 30 Business Days) execute and comply in all material respects with its obligations in respect deliver assignments of such security interest to the Administrative Agent, which assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest; (vi) Upon the request of the Administrative Agent, xxxx the Accounts and other Rights to PaymentPayment and all of such Debtor’s books and records pertaining thereto with such legends as the Administrative Agent shall reasonably specify to reference to the fact that the Accounts and other Rights to Payment have been collaterally assigned to the Administrative Agent for the benefit of the holders of Secured Obligations and that the Administrative Agent has a security interest therein; (vvii) upon Upon the request of the Collateral Agent, Administrative Agent upon the Agent or occurrence and during the Noteholders while continuance of an Event of Default existsDefault, (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment Account Debtors of the security interest hereunder, Security Interest and (bB) notify the account debtors and other obligors on the Rights to Payment Account Debtors or any designated portion thereof that payment shall be made directly to the Collateral Administrative Agent or to such other Person or location as the Collateral Administrative Agent shall specify; and (viviii) upon Upon the occurrence and during the continuance of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Administrative Agent or the Noteholders shall reasonably require.

Rights to Payment. It willGrantor shall: (i) with such frequency as the Collateral Agent may reasonably require, furnish to the Collateral Agent (A) master customer listings, including all names and addresses, together with copies or originals (as requested by the Administrative Agent) of documents, customer statements, repayment histories and present status reports relating to the Accounts; (B) accurate records and summaries of Accounts, including detailed agings specifying the name, face value and date of each invoice, and listings of Accounts that are disputed or have been cancelled; and (C) such other information relating to the Accounts as the Collateral Agent shall from time to time reasonably request; (ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course Ordinary Course of businessBusiness, according to normal trade practices utilized by it in the pastpractices, and enforce all Accounts and other Rights to Payment strictly in accordance with their termsterms or pursuant to Grantor's Ordinary Course of Business, and during the existence of an Event of Default, take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the Noteholders, except that it Grantor may at any time grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course Ordinary Course of businessBusiness, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedpractices; (iiiii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itGrantor, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders in the Books relating to such Account or other Right to Payment when such Books are requested for inspection by the Collateral Agent, and in connection with any invoice or report furnished by it Grantor to the Collateral Agent, the Agent and the Noteholders relating to such Account or other Right to Payment; (iiiiv) if Accounts in an amount in excess of $500,000 for any and all such Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately promptly notify the Collateral Agent, the Agent thereof and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps reasonably requested by the Collateral Agent, the Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent and notice thereof given to the Federal federal authorities under the Federal Assignment of Claims ActAct (provided that such assignment and notice shall not be required if the applicable contract prohibits assignment); (ivv) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (vvi) subject to Section 7, upon the request of the Collateral Agent, the Agent or the Noteholders while an Event of Default exists, (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest interests hereunder, and (bB) if there exists any Default or Event of Default, notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent or to such other Person or location as the Collateral Agent shall specify; and (vivii) upon the occurrence of if there exists any Default or Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Administrative Agent or the Noteholders shall reasonably require.

Rights to Payment. It The Grantor will:: ----------------- (i) with such frequency as the Agent may reasonably require, furnish to the Agent (A) master customer listings, including all names and addresses, together with copies or originals (as requested by the Agent) of documents, customer statements, repayment histories and present status reports relating to the Accounts; (B) accurate records and summaries of Accounts, including detailed agings specifying the name, face value and date of each invoice, and listings of Accounts that are disputed or have been cancelled; and (C) such other matters and information relating to the Accounts as the Agent shall from time to time reasonably request; (ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it the Grantor in the past, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the Noteholders, except that it the Grantor may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedpayment; (iiiii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itthe Grantor, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it the Grantor to the Collateral Agent, the Agent and the Noteholders relating to such Account or other Right to Payment; (iiiiv) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Agent and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the NoteholdersRequisite Lenders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims Act; ; (ivv) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (v) upon the request of the Collateral Agent, the Agent or the Noteholders while an Event of Default exists, (a) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (b) notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent or to such other Person or location as the Collateral Agent shall specify; and (vi) upon the occurrence of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders shall reasonably require.

Rights to Payment. It will: (i) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the Noteholders, except that it may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 750,000 or where the Account or Right to Payment does not exceed $1,500,000 750,000 or would not be materially impaired; (ii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of it, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it to the Collateral Agent, the Agent and the Noteholders relating to such Account or other Right to Payment; (iii) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Agent and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims Act; (iv) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (v) upon the request of the Collateral Agent, the Agent or the Noteholders while an Event of Default exists, (a) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (b) notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent or to such other Person or location as the Collateral Agent shall specify; and (vi) upon the occurrence of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders shall reasonably require.

Rights to Payment. It willEach Grantor shall: (i) with such frequency as the Administrative Agent or the Majority Lenders may require, furnish to the Administrative Agent and the Lenders such information relating to the Accounts as the Administrative Agent or the Majority Lenders shall from time to time reasonably request; (ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the pastpractices, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and during the existence of an Event of Default, take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Administrative Agent or the NoteholdersMajority Lenders, except that it such Grantor may at any time grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedpractices; (iiiii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itany Grantor, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Administrative Agent and the Noteholders in the Books relating to such Account or other Right to Payment when such Books are requested for inspection by the Administrative Agent, and in connection with any invoice or report furnished by it any Grantor to the Collateral Agent, the Administrative Agent and the Noteholders relating to such Account or other Right to Payment; (iiiiv) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately promptly notify the Collateral Agent, the Administrative Agent thereof and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps reasonably requested by the Collateral Agent, the Administrative Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Administrative Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims ActAct (provided that such assignment and notice shall not be required if the applicable contract prohibits assignment); (ivv) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (vvi) upon the request of the Collateral Agent, the Administrative Agent or the Noteholders while an Event of Default exists, Majority Lenders (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (bB) upon the occurrence of an Event of Default) notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Administrative Agent or to such other Person or location as the Collateral Administrative Agent shall specify; and (vivii) upon the occurrence of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Administrative Agent or the Noteholders shall reasonably require.

Rights to Payment. It The Borrower will: (i) with such frequency as the Agent may require, furnish to the Agent full and complete reports, in form and substance satisfactory to the Agent, with respect to the Accounts, including information as to concentration, aging, identity of account debtors, letters of credit securing Accounts, disputed Accounts and other matters, as the Agent shall request; (ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it the Borrower in the past, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the Noteholders, except that it the Borrower may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it the Borrower in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impaired;where (iiiii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itthe Borrower, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to PaymentPayment (collectively such events the "Disclosure Events"), disclose such fact fully to the Collateral Agent, the Agent and the Noteholders in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it the Borrower to the Collateral Agent, the Agent and the Noteholders relating to such Account or other Right to Payment; provided that no such disclosure shall be required where the Disclosure Event arises in the ordinary course of business, according to normal trade practices utilized by the Borrower and where the amount of the Account or Right to Payment affected by such Disclosure Events is less than $500,000 individually or in the aggregate does not exceed $2,000,000 in any calendar year; (iiiiv) if any with respect to Accounts arise arising from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Agent thereof and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims Act; (ivv) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (vvi) upon the request of the Collateral Agent, the Agent or the Noteholders while an Event of Default exists, (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (bB) upon the occurrence of an Event of Default, notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent or to such other Person or location as the Collateral Agent shall specify; and (vivii) upon the occurrence of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders shall reasonably require.

Rights to Payment. It will: (i) give Upon the request of the Administrative Agent, promptly provide the Administrative Agent with: (A) master customer listings, including all names and addresses, together with copies or originals (as requested by the Administrative Agent) of documents, customer statements, repayment histories and present status reports relating to the Accounts; (B) accurate records and summaries of Accounts, including detailed agings specifying the name, face value and date of each invoice, and listings of Accounts that are disputed or have been cancelled; and (C) such other matters and information relating to the Accounts as the Administrative Agent shall from time to time reasonably request; (ii) Give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it such Debtor in the past, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and take all such action to such end as may from time to time be reasonably requested by the Collateral Administrative Agent, the Agent or the Noteholders, except that it the Debtor may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedpayment; (iiiii) if If any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itsuch Debtor, any dispute, setoff, claim, counterclaim counter-claim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Administrative Agent and the Noteholders in the Books books and records relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it such Debtor to the Collateral Agent, the Administrative Agent and the Noteholders relating to such Account or other Right to Payment; (iiiiv) if If any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Administrative Agent thereof and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Administrative Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Administrative Agent and notice thereof given to the Federal federal authorities under the Federal Assignment of Claims ActAct of 1940; (ivv) If at any time a Debtor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account or other Right to Payment, such Debtor shall, at Administrative Agent’s request, promptly assign such security interest to the Administrative Agent, which assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest; (vi) In accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (vvii) upon Upon the request of the Collateral Administrative Agent, xxxx the Accounts and other Rights to Payment and all of such Debtor’s books and records pertaining thereto with such legends as the Administrative Agent or shall reasonably specify to reference to the Noteholders while an Event fact that the Accounts and other Rights to Payment have been assigned to the Administrative Agent for the benefit of Default exists, the Lenders and that the Administrative Agent has a security interest therein; (aviii) Upon the request of the Administrative Agent (A) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment Account Debtors of the security interest hereunder, Security Interest and (bB) upon the occurrence of an Event of Default, notify the account debtors and other obligors on the Rights to Payment Account Debtors or any designated portion thereof that payment shall be made directly to the Collateral Administrative Agent or to such other Person or location as the Collateral Administrative Agent shall specify; and (viix) upon Upon the occurrence of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Administrative Agent or the Noteholders shall reasonably require.

Rights to Payment. It willEach Grantor shall: (i) with such frequency as the Administrative Agent or the Required Lenders may reasonably require, furnish to the Administrative Agent and the Lenders such information relating to the Accounts as the Administrative Agent or the Required Lenders shall from time to time reasonably request; (ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the pastpractices, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and during the existence of an Event of Default, take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Administrative Agent or the NoteholdersRequired Lenders, except that it such Grantor may at any time grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to its normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedpractices; (iiiii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occursoccurs (in each case, other than in the ordinary course of business), or if, to the knowledge of itany Grantor, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Administrative Agent and the Noteholders in the Books relating to such Account or other Right to Payment when such Books are requested for inspection by the Administrative Agent, and in connection with any invoice or report furnished by it any Grantor to the Collateral Agent, the Administrative Agent and the Noteholders relating to such Account or other Right to Payment; (iii) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Agent and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims Act; (iv) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (v) upon the request of the Collateral Agent, the Administrative Agent or the Noteholders while Required Lenders at any time after the occurrence and during the continuance of an Event of Default existsDefault, (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (bB) notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Administrative Agent or to such other Person or location as the Collateral Administrative Agent shall specify; and (vi) upon the occurrence and during the continuance of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Administrative Agent or the Noteholders shall reasonably require.

Rights to Payment. It Grantors will: (i) if required by the Agent (but not more frequently than annually or, if an Event of Default has occurred and is continuing and Requisite Lenders so require, then with such frequency as Requisite Lenders may require) furnish to the Agent (A) master customer listings, including all names and addresses, together with copies or originals (as requested by the Agent) of documents, customer statements, repayment histories and present status reports relating to the Accounts and Consumer Contracts; (B) accurate records and summaries of Accounts and Consumer Contracts, including detailed agings specifying the name, face value and date of each invoice, and listings of Accounts and Consumer Contracts that are disputed or have been cancelled; and (C) such other matters and information relating to the Accounts or Consumer Contracts as the Agent shall from time to time reasonably request; (ii) give only normal discounts, allowances and credits as to Accounts Accounts, Consumer Contracts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it Grantors in the past, and enforce all Accounts Accounts, Consumer Contracts, and other Rights to Payment strictly in accordance with their terms, and take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the Noteholders, except that it Grantors may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, Payment in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impaired; (iiiii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itany or all Grantors, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it any or all Grantors to the Collateral Agent, the Agent and the Noteholders relating to such Account or other Right to Payment; (iiiiv) if any Accounts arise from contracts with the United States or any department, agency agency, or instrumentality thereof, immediately notify the Collateral Agent, the Agent thereof and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims Act; (ivv) in accordance with its their sound business judgment judgment, perform and comply in all material respects with its their joint and several obligations in respect of the Accounts Accounts, Consumer Contracts and other Rights to Payment;; and (vvi) upon the request of the Collateral Agent, the Agent or the Noteholders while an Event of Default exists, (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (bB) upon the occurrence and during the continuance of an Event of Default, notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent or to such other Person or location as the Collateral Agent shall specify; and (vi) upon the occurrence of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders shall reasonably require.

Rights to Payment. It The Company will:: ----------------- (i) with such frequency as the Agent may require upon the occurrence and during the continuance of an Event of Default or after any acceleration of the Secured Obligations (but in no event more than once during any calendar month), furnish to the Agent full and complete reports, in form and substance reasonably satisfactory to the Agent, with respect to the Accounts, including information as to concentration, aging, identity of account debtors, letters of credit securing Accounts, disputed Accounts and other matters, as the Agent shall reasonably request; (ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the pastpractices, and enforce all Accounts and other Rights to Payment strictly in accordance with their termsPayment, and during the existence of an Event of Default, take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the Noteholders, except that it the Company may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedpractices; (iiiii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itthe Company, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it to the Collateral Agent, the Agent and the Noteholders relating to such Account or other Right to Payment; (iiiiv) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Agent and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims Act; (iv) extent required in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (v) upon the request of the Collateral Agent, Agent at any time that Loans are outstanding (A) upon the Agent or occurrence and during the Noteholders while continuance of an Event of Default exists, (a) at any timeDefault, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (bB) upon the occurrence and during the continuance of an Event of Default, notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent or to such other Person or location as the Collateral Agent shall specify; and (vi) upon the occurrence and during the continuance of any Event of Default, upon the request of Agent, at any time that Loans are outstanding, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders shall reasonably require.

Rights to Payment. It The Guarantor will:: ----------------- (i) with such frequency as the Agent may require upon the occurrence and during the continuance of an Event of Default or after any acceleration of the Secured Obligations (but in no event more than once during any calendar month), furnish to the Agent full and complete reports, in form and substance reasonably satisfactory to the Agent, with respect to the Accounts, including information as to concentration, aging, identity of account debtors, letters of credit securing Accounts, disputed Accounts and other matters, as the Agent shall reasonably request; (ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the pastpractices, and enforce all Accounts and other Rights to Payment strictly in accordance with their termsPayment, and during the existence of an Event of Default, take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the Noteholders, except that it the Guarantor may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedpractices; (iiiii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itthe Guarantor, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it to the Collateral Agent, the Agent and the Noteholders relating to such Account or other Right to Payment; (iiiiv) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Agent and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims Act; (iv) extent required in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (v) upon the request of the Collateral Agent, Agent at any time that Loans are outstanding (A) upon the Agent or occurrence and during the Noteholders while continuance of an Event of Default exists, (a) at any timeDefault, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (bB) upon the occurrence and during the continuance of an Event of Default, notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent or to such other Person or location as the Collateral Agent shall specify; and (vi) upon the occurrence and during the continuance of any Event of Default, upon the request of Agent, at any time that Loans are outstanding, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders shall reasonably require.

Rights to Payment. It The Company will: (i) if requested by the Collateral Agent (but not more frequently than annually or, if there exists an Event of Default and the Directing Banks so require, then with such frequency as the Directing Banks may require), furnish to the Collateral Agent full and complete reports, in form and substance satisfactory to the Collateral Agent, with respect to the Accounts, including information as to concentration, aging, identity of account debtors, letters of credit securing Accounts, disputed Accounts and other matters, as the Collateral Agent shall request; (ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the pastCompany, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the Noteholders, except that it the Company may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedCompany; (iiiii) except to the extent arising in the ordinary course of business, if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itthe Company, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it the Company to the Collateral Agent, the Agent and the Noteholders relating to such Account or other Right to Payment; (iii) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Agent and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims Act; (iv) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (v) upon the request of the Collateral Agent, Agent during the Agent or the Noteholders while an continuance of any Event of Default existsDefault, (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (bB) notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent or to such other Person or location as the Collateral Agent shall specify; and (vi) upon during the occurrence continuance of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Directing Banks acting through the Collateral Agent, the Agent or the Noteholders shall reasonably require.

Rights to Payment. It willEach Grantor shall: (i) with such frequency as the Administrative Agent or the Required Lenders may require, furnish to the Administrative Agent and the Lenders such information relating to the Accounts as the Administrative Agent or the Required Lenders shall from time to time reasonably request; (ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the pastpractices, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and during the existence of an Event of Default, take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Administrative Agent or the NoteholdersRequired Lenders, except that it such Grantor may at any time grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedpractices; (iiiii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itany Grantor, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Administrative Agent and the Noteholders in the Books relating to such Account or other Right to Payment when such Books are requested for inspection by the Administrative Agent, and in connection with any invoice or report furnished by it any Grantor to the Collateral Agent, the Administrative Agent and the Noteholders relating to such Account or other Right to Payment; (iiiiv) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately promptly notify the Collateral Agent, the Administrative Agent thereof and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps reasonably requested by the Collateral Agent, the Administrative Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Administrative Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims ActAct (provided that such assignment and notice shall not be required if the applicable contract prohibits assignment); (ivv) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (vvi) upon the request of the Collateral Agent, the Administrative Agent or the Noteholders while an Event of Default exists, Required Lenders (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (bB) upon the occurrence and during the continuance of an Event of Default, notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Administrative Agent or to such other Person or location as the Collateral Administrative Agent shall specify; and (vivii) At the request of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuance of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Administrative Agent or the Noteholders shall reasonably require.

Rights to Payment. It The Company will:: ----------------- (i) if requested by the Collateral Agent (but not more frequently than annually or, if there exists an Event of Default and the Directing Banks so require, then with such frequency as the Directing Banks may require), furnish to the Collateral Agent full and complete reports, in form and substance satisfactory to the Collateral Agent, with respect to the Accounts, including information as to concentration, aging, identity of account debtors, letters of credit securing Accounts, disputed Accounts and other matters, as the Collateral Agent shall request; (ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the pastCompany, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the Noteholders, except that it the Company may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedCompany; (iiiii) except to the extent arising in the ordinary course of business, if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itthe Company, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it the Company to the Collateral Agent, the Agent and the Noteholders relating to such Account or other Right to Payment; (iii) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Agent and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims Act; (iv) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (v) upon the request of the Collateral Agent, Agent during the Agent or the Noteholders while an continuance of any Event of Default existsDefault, (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (bB) notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent or to such other Person or location as the Collateral Agent shall specify; and (vi) upon during the occurrence continuance of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Directing Banks acting through the Collateral Agent, the Agent or the Noteholders shall reasonably require.

Rights to Payment. It willEach Grantor shall, subject to the Credit Agreement: (i) furnish to the Administrative Agent and the Lenders information relating to the Accounts in accordance with Section 8.02(a) of the Credit Agreement; (ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the pastpractices, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and during the existence of an Event of Default, take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Administrative Agent or the NoteholdersRequired Lenders, except that it such Grantor may at any time grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedpractices; (iiiii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itany Grantor, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully when the reports regarding Accounts are required to be delivered to the Collateral AgentAdministrative Agent in accordance with Section 8.02(a) of the Credit Agreement, the Agent and the Noteholders in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it any Grantor to the Collateral Agent, the Administrative Agent and the Noteholders relating to such Account or other Right to Payment; (iiiiv) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately promptly notify the Collateral Agent, the Administrative Agent thereof and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps reasonably requested by the Collateral Agent, the Administrative Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Administrative Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims ActAct (provided that such assignment and notice shall not be required if the applicable contract prohibits assignment); (ivv) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (vvi) upon the request of the Collateral Agent, the Administrative Agent or the Noteholders while an Event of Default exists, Required Lenders (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (b) notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent or to such other Person or location as the Collateral Agent shall specify; and (viB) upon the occurrence of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders shall reasonably require.during

Rights to Payment. It The Guarantor will:: ----------------- (i) with such frequency as the Agent may require upon the occurrence and during the continuance of an Event of Default or after any acceleration of the Secured Obligations (but in no event more than once during any calendar month), furnish to the Agent full and complete reports, in form and substance reasonably satisfactory to the Agent, with respect to the Accounts, including information as to concentration, aging, identity of account debtors, letters of credit securing Accounts, disputed Accounts and other matters, as the Agent shall reasonably request; (ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the pastpractices, and enforce all Accounts and other Rights to Payment strictly in accordance with their termsPayment, and during the existence of an Event of Default, take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the Noteholders, except that it the Guarantor may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedpractices; (iiiii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itthe Guarantor, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it to the Collateral Agent, the Agent and the Noteholders relating to such Account or other Right to Payment; (iiiiv) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Agent and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims Act; (iv) extent required in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (v) upon the request of the Collateral Agent, Agent at any time that Loans are outstanding (A) upon the Agent or occurrence and during the Noteholders while continuance of an Event of Default exists, (a) at any timeDefault, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (bB) upon the occurrence and during the continuance of an Event of FORM OF GUARANTOR SECURITY AGREEMENT G-8. Default, notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent or to such other Person or location as the Collateral Agent shall specify; and (vi) upon the occurrence and during the continuance of any Event of Default, upon the request of Agent, at any time that Loans are outstanding, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders shall reasonably require.

Rights to Payment. It willBorrower shall: (i) give only normal discounts, allowances perform and credits as to Accounts observe all terms and other provisions of the Rights to Payment, in the ordinary course of business, according Payment and all obligations to normal trade practices utilized be performed or observed by it in connection therewith and maintain the past, Rights to Payment in full force and effect; (ii) enforce all Accounts and other Rights to Payment strictly in accordance with their termsterms and the GCC Loan Guidelines and Xxxxxxxx's documentation, credit and collection policies and practices, and take all such action to such end as may be from time to time be reasonably requested by the Collateral Agent, the Agent or the Noteholders, except that it may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impaired; (iiiii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itBorrower, any dispute, setoff, claim, counterclaim or defense exists shall exist or has been shall be asserted or threatened with respect to an Account or other a Right to PaymentPayment (whether with or against Borrower or otherwise) involving in excess of $50,000, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it Borrower to the Collateral Agent, the Agent and the Noteholders relating to such Account or other Right to Payment; (iiiiv) if not without the prior consent of Agent, (A) cancel or terminate any Accounts arise from contracts with of the United States Receivable Collateral or consent to or accept any department, agency cancellation or instrumentality termination thereof, immediately notify the Collateral Agent, the Agent and the Noteholders thereof and, upon the request except against full payment of the balance owing thereon; (B) amend or otherwise modify in any material respect any Receivable Collateral Agentinvolving in excess of $50,000 or give any material consent, the Agent waiver or the Noteholders, execute approval thereunder; (C) waive any documents and instruments and material default under or breach of any Receivable Collateral involving in excess of $50,000; or (D) take any other steps requested by action in connection with the Receivable Collateral Agent, that would materially impair the Agent value of the interest or rights of Borrower thereunder or that would materially impair the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral interest or rights of Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims ActLenders; (ivv) in accordance with its sound business judgment perform and comply in furnish to Agent promptly upon receipt thereof copies of all material respects with its notices, requests and other documents received by Borrower from any Receivable Debtor whose obligations in respect of Receivable Collateral equal or exceed $1,000,000 in aggregate principal amount, and from time to time (A) furnish to Agent such information and reports regarding the Accounts Receivable Collateral and other Rights to Payment as Agent may reasonably request, and (B) upon request of Agent make such demands and requests for information and reports as Xxxxxxxx is entitled to make in respect of the Receivable Collateral and other Rights to Payment; (v) upon the request of the Collateral Agent, the Agent or the Noteholders while an Event of Default exists, (a) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (b) notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent or to such other Person or location as the Collateral Agent shall specify; and (vi) upon the occurrence of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders shall reasonably require.

Rights to Payment. It willTo: (ia) with such frequency as the Lenders may reasonably require, furnish to the Lenders full and complete reports, in form and substance satisfactory to the Lenders, with respect to the Accounts, including information as to concentration, aging, identity of account debtors, letters of credit securing Accounts, disputed Accounts and other matters, as the Lenders shall request; (b) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it the Borrower in the past, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the NoteholdersLenders, except that it the Borrower may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it the Borrower in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impaired; (iic) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itthe Borrower, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders Lenders in the Books books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it the Borrower to the Collateral Agent, the Agent and the Noteholders Lenders relating to such Account or other Right to Payment; (iiid) if any Accounts arise from contracts with the government of the United States or any department, agency or instrumentality thereof, or the government of Canada, immediately notify the Collateral Agent, the Agent Lenders thereof and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders Lenders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent Lenders and notice thereof given to the Federal appropriate authorities under the Federal Assignment of Claims ActAct of the United States or the Financial Administration Act of Canada; (ive) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (vf) upon the request of the Collateral Agent, the Agent or the Noteholders while an Event of Default exists, Lenders (ai) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (bii) upon the occurrence of an Event of Default that is not waived in writing by the Lenders, notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent Lenders or to such other Person or location as the Collateral Agent Lenders shall specify; and (vig) upon the occurrence and during the continuance of any Event of Default, at the option of the Lenders, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders Lenders shall reasonably require.

Rights to Payment. It will: (i) give Upon the request of Secured Party, promptly provide Secured Party with: (A) master customer listings, including all names and addresses, together with copies or originals (as requested by Secured Party) of documents, customer statements, repayment histories and present status reports relating to the Accounts; (B) accurate records and summaries of Accounts, including detailed agings specifying the name, face value and date of each invoice, and listings of Accounts that are disputed or have been cancelled; and (C) such other matters and information relating to the Accounts as Secured Party shall from time to time reasonably request; (ii) Give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it the applicable Debtor in the past, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the NoteholdersSecured Party, except that it any Debtor may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedpayment; (iiiii) if If any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itany Debtor, any dispute, setoff, claim, counterclaim counter-claim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders Secured Party in the Books books and records relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it the applicable Debtor to the Collateral Agent, the Agent and the Noteholders Secured Party relating to such Account or other Right to Payment; (iiiiv) Upon request by Secured Party, if any Accounts Account in excess of $1,000,000 arise from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Agent Secured Party thereof and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders Secured Party in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent Secured Party and notice thereof given to the Federal authorities under the Federal Assignment of Claims ActAct of 1940 (Title 31 United States Code § 3727 and Title 41 United States Code § 15); (ivv) Upon request by Secured Party, if at any time any Debtor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account or other Right to Payment, such Debtor shall promptly assign such security interest to Secured Party, which assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest; (vi) In accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (vvii) upon Upon the request of Secured Party, xxxx the Collateral Agent, Accounts and other Rights to Payment and all of each Debtor’s books and records pertaining thereto with such legends as Secured Party shall reasonably specify to reference to the Agent or fact that Secured Party has a security interest therein; (viii) Upon the Noteholders while an Event request of Default exists, Secured Party (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment Account Debtors of the security interest hereunder, Security Interest and (bB) upon the occurrence of an Event of Default, notify the account debtors and other obligors on the Rights to Payment Account Debtors or any designated portion thereof that payment shall be made directly to the Collateral Agent Secured Party or to such other Person or location as the Collateral Agent Secured Party shall specify; and (viix) upon Upon the occurrence of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders Secured Party shall reasonably require.

Rights to Payment. It The Borrower will: (i) with such frequency and with such detail as may be required under the Common Agreement, furnish to the Collateral Agent full and complete reports with respect to the Accounts; (ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the pastpractices, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and after the occurrence and during the continuance of an Event of Default, take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the Noteholders, except that it the Borrower may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedpractices; (iiiii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itBorrower’s Knowledge, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it the Borrower to the Collateral Agent, the Agent and the Noteholders relating to such Account or other Right to Payment; (iiiiv) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Agent thereof and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims Act; (ivv) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (vvi) upon the request of the Collateral Agent, the Agent or the Noteholders while an Event of Default exists, (a) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (b) upon the occurrence and during the continuance of an Event of Default, notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent or to such other Person or location as the Collateral Agent shall specify; and (vivii) upon the occurrence and during the continuance of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders shall reasonably require.

Rights to Payment. It The Borrower will: (i1) with such frequency as the Lender may require, furnish to the Lender full and complete reports, in form and substance reasonably satisfactory to the Lender, with respect to the Accounts, including information as to concentration, aging, identity of account debtors, letters of credit securing Accounts, disputed Accounts and other matters, as the Lender shall request; (2) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it the Borrower in the past, and enforce all Accounts and other Rights to Payment strictly in accordance with their termsterms in all material respects, and take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the NoteholdersLender, except that it the Borrower may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it the Borrower in the past, and where the amount involved does not exceed Ten Thousand Dollars ($1,500,000 10,000) or where the Account or Right to Payment does not exceed Ten Thousand Dollars ($1,500,000 10,000) or would not be materially impaired; (ii3) if any material discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itthe Borrower, any such dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders Lender in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it the Borrower to the Collateral Agent, the Agent and the Noteholders Lender relating to such Account or other Right to Payment; (iii4) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Agent Lender thereof and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders Lender in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent Lender and notice thereof given to the Federal federal authorities under the Federal Assignment of Claims Act; (iv5) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (v6) upon the request of the Collateral Agent, the Agent or the Noteholders while an Event of Default exists, Lender (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (bB) upon the occurrence and during the continuance of an Event of Default, notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent Lender or to such other Person or location as the Collateral Agent Lender shall specify; and (vi7) upon the occurrence and during the continuance of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders Lender shall reasonably require.

Rights to Payment. It The Borrower will: (i) with such frequency as the Lender may require, furnish to the Lender full and complete reports, in form and substance satisfactory to the Lender, with respect to the Accounts, including information as to concentration, aging, identity of account debtors, letters of credit securing Accounts, disputed Accounts and other matters, as the Lender shall request; (ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it the Borrower in the past, and enforce all Accounts and other Rights to Payment strictly in accordance with their termsterms in all material respects, and take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the NoteholdersLender, except that it the Borrower may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it the Borrower in the past, and where the amount involved does not exceed $1,500,000 10,000 or where the Account or Right to Payment does not exceed $1,500,000 10,000 or would not be materially impaired; (iiiii) if any material discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itthe Borrower, any such dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders Lender in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it the Borrower to the Collateral Agent, the Agent and the Noteholders Lender relating to such Account or other Right to Payment; (iiiiv) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Agent Lender thereof and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders Lender in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent Lender and notice thereof given to the Federal federal authorities under the Federal Assignment of Claims Act; (ivv) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (vvi) upon the request of the Collateral Agent, the Agent or the Noteholders while an Event of Default exists, Lender (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (bB) upon the occurrence of an Event of Default, notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent Lender or to such other Person or location as the Collateral Agent Lender shall specify; and (vivii) upon the occurrence and during the continuance of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders Lender shall reasonably require.

Rights to Payment. It The Borrower will: (i) with such frequency as the Lender may require, furnish to the Lender full and complete reports, in form and substance satisfactory to the Lender, with respect to the Accounts, including information as to concentration, aging, identity of account debtors, letters of credit securing Accounts, disputed Accounts and other matters, as the Lender shall request; (ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it the Borrower in the past, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the NoteholdersLender, except that it the Borrower may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it the Borrower in the past, and where the amount involved does not exceed $1,500,000 10,000 or where the Account or Right to Payment does not exceed $1,500,000 10,000 or would not be materially impaired; (iiiii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itthe Borrower, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders Lender in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it the Borrower to the Collateral Agent, the Agent and the Noteholders Lender relating to such Account or other Right to Payment; (iiiiv) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Agent Lender thereof and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders Lender in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent Lender and notice thereof given to the Federal federal authorities under the Federal Assignment of Claims Act; (ivv) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (vvi) upon the request of the Collateral Agent, the Agent or the Noteholders while an Event of Default exists, Lender (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (bB) upon the occurrence of an Event of Default, notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent Lender or to such other Person or location as the Collateral Agent Lender shall specify; and (vivii) upon the occurrence of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders Lender shall reasonably require.

Rights to Payment. It will: (i) give Upon the request of the Administrative Agent, promptly provide the Administrative Agent with: (A) master customer listings, including all names and addresses, together with copies or originals (as requested by the Administrative Agent) of documents, customer statements, repayment histories and present status reports relating to the Accounts; (B) accurate records and summaries of Accounts, including detailed agings specifying the name, face value and date of each invoice, and listings of Accounts that are disputed or have been cancelled; and (C) such other matters and information relating to the Accounts as the Administrative Agent shall from time to time reasonably request; (ii) Give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it the Debtor in the past, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and take all such action to such end as may from time to time be reasonably requested by the Collateral Administrative Agent, the Agent or the Noteholders, except that it the Debtor may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedpayment; (iiiii) if If any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itthe Debtor, any dispute, setoff, claim, counterclaim counter-claim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Administrative Agent and the Noteholders in the Books books and records relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it the Debtor to the Collateral Agent, the Administrative Agent and the Noteholders relating to such Account or other Right to Payment; (iiiiv) if If any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Administrative Agent thereof and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Administrative Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Administrative Agent and notice thereof given to the Federal federal authorities under the Federal Assignment of Claims ActAct of 1940; (ivv) If at any time the Debtor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account or other Right to Payment, the Debtor shall, at Administrative Agent’s request, promptly assign such security interest to the Administrative Agent, which assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest; (vi) In accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (vvii) upon Upon the request of the Collateral Administrative Agent, xxxx the Accounts and other Rights to Payment and all of the Debtor’s books and records pertaining thereto with such legends as the Administrative Agent or shall reasonably specify to reference to the Noteholders while an Event fact that the Accounts and other Rights to Payment have been assigned to the Administrative Agent for the benefit of Default exists, the Lenders and that the Administrative Agent has a security interest therein; (aviii) Upon the request of the Administrative Agent (A) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment Account Debtors of the security interest hereunder, Security Interest and (bB) upon the occurrence of an Event of Default, notify the account debtors and other obligors on the Rights to Payment Account Debtors or any designated portion thereof that payment shall be made directly to the Collateral Administrative Agent or to such other Person or location as the Collateral Administrative Agent shall specify; and (viix) upon Upon the occurrence of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Administrative Agent or the Noteholders shall reasonably require.

Rights to Payment. It willGrantor shall: (i) with such frequency as the Collateral Agent for the benefit of the Credit Agents may reasonably require, furnish to the Collateral Agent and each Credit Agent (A) master customer listings, including all names and addresses, together with copies or originals (as requested by the Collateral Agent or any Credit Agent) of documents, customer statements, repayment histories and present status reports relating to the Accounts; (B) accurate records and summaries of Accounts, including detailed agings specifying the name, face value and date of each invoice, and listings of Accounts that are disputed or have been cancelled; and (C) such other information relating to the Accounts as any of the Credit Agents shall from time to time reasonably request; (ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course Ordinary Course of businessBusiness, according to normal trade practices utilized by it in the pastpractices, and enforce all Accounts and other Rights to Payment strictly in accordance with their termsExhibits to Arbitron Credit Agreement 260 terms or pursuant to Grantor's Ordinary Course of Business, and during the existence of an Event of Default, take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the Noteholders, except that it Grantor may at any time grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course Ordinary Course of businessBusiness, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedpractices; (iiiii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itGrantor, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders Credit Parties in the Books relating to such Account or other Right to Payment when such Books are requested for inspection by the Collateral Agent, and in connection with any invoice or report furnished by it Grantor to the Collateral Agent, the Agent and the Noteholders relating to such Account or other Right to Payment; (iiiiv) if Accounts in an amount in excess of $500,000 for any and all such Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately promptly notify the Collateral Agent, the Agent and the Noteholders Credit Parties thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, and execute any documents and instruments and take any other steps reasonably requested by the Collateral Agent, the Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent and notice thereof given to the Federal federal authorities under the Federal Assignment of Claims ActAct (provided that such assignment and notice shall not be required if the applicable contract prohibits assignment); (ivv) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (vvi) subject to Section 7, upon the request of the Collateral Agent, the Agent or the Noteholders while an Event of Default exists, (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest interests hereunder, and (bB) if there exists any Default or Event of Default, notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent or to such other Person or location as the Collateral Agent shall specify; and (vivii) upon the occurrence of if there exists any Default or Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, Agent (upon instruction of the Agent or the Noteholders Instructing Group) shall reasonably require.

Rights to Payment. It willTo: (ia) with such frequency as the Agent may reasonably require, furnish to the Agent full and complete reports, in form and substance satisfactory to the Agent, with respect to the Accounts, including information as to concentration, aging, identity of account debtors, letters of credit securing Accounts, disputed Accounts and other matters, as the Agent shall request; (b) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it the Debtor in the past, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the Noteholders, except that it the Debtor may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it the Debtor in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impaired; (iic) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itthe Debtor, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders in the Books books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it the Debtor to the Collateral Agent, the Agent and the Noteholders relating to such Account or other Right to Payment; (iiid) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, or the government of Canada or any province thereof, immediately notify the Collateral Agent, the Agent thereof and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent and notice thereof given to the Federal appropriate authorities under the Federal Assignment of Claims ActAct of the United States of America, the Financial Administration Act of Canada or the Financial Administration Act of New Brunswick, as applicable; (ive) in accordance with its sound business judgment judgment, perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (vf) upon the request of the Collateral Agent, the Agent or any of the Noteholders while an Event of Default exists, other Secured Parties (ai) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (bii) upon the occurrence and during the continuance of an Event of Default, notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent Agent, for the benefit of itself and the other Secured Parties, or to such other Person or location as the Collateral Agent shall specify; and (vig) upon the occurrence and during the continuance of any Event of DefaultDefault which has not been waived in writing by the Agent, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders shall reasonably require.

Rights to Payment. It The Company will: (i) with such frequency as the Investors may require, furnish to the Investors (A) master customer listings, including all names and addresses, together with copies or originals (as requested by the Investors) of documents, customer statements, repayment histories and present status reports relating to the Accounts; (B) accurate records and summaries of Accounts, including detailed agings specifying the name, face value and date of each invoice, and listings of Accounts that are disputed or have been cancelled; and (C) such other matters and information relating to the Accounts as the Investors shall reasonably request; (ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it the Company in the past, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and take all such action to such end as may from time to time be reasonably requested by the Collateral Agent, the Agent or the NoteholdersInvestors, except that it the Company may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it the Company in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impaired; (iiiii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itthe Company, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Agent and the Noteholders Investors in the Books relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it the Company to the Collateral Agent, the Agent and the Noteholders Investors relating to such Account or other Right to Payment; (iiiiv) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, immediately notify the Collateral Agent, the Agent Investors thereof and the Noteholders thereof and, upon the request of the Collateral Agent, the Agent or the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders Investors in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent Investors and notice thereof given to the Federal authorities under the Federal Assignment of Claims Act; (ivv) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (vvi) upon the request of the Collateral Agent, the Agent or the Noteholders while an Event of Default exists, Investors (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (bB) upon the occurrence of an Event of Default, notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Collateral Agent Investors or to such other Person or location as the Collateral Agent Investors shall specify; and (vivii) upon the occurrence of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Agent or the Noteholders Investors shall reasonably require.

Rights to Payment. It will: (i) give Upon the request of the Administrative Agent, promptly provide the Administrative Agent with: (A) present status reports relating to the Accounts; (B) accurate records and summaries of Accounts, including detailed agings specifying the name, face value and date of each invoice, and listings of Accounts that are disputed or have been cancelled; and (C) such other matters and information relating to the Accounts as the Administrative Agent shall from time to time reasonably request; (ii) Give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it such Debtor in the past, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and take all such action to such end as may from time to time be reasonably requested by the Collateral Administrative Agent, the Agent or the Noteholders, except that it such Debtor may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedpayment; (iiiii) if If any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itsuch Debtor, any material dispute, setoff, claim, counterclaim counter-claim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Administrative Agent and the Noteholders in the Books books and records relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it such Debtor to the Collateral Agent, the Administrative Agent and the Noteholders relating to such Account or other Right to Payment; (iiiiv) if If at any Accounts arise from contracts with the United States time a Debtor shall take a security interest in any property of an Account Debtor or any departmentother Person to secure payment and performance of an Account or other Right to Payment, agency or instrumentality thereof, immediately notify such Debtor shall promptly assign such security interest to the Collateral Administrative Agent, which assignment need not be filed of public record unless necessary to continue the Agent and the Noteholders thereof and, upon the request perfected status of the Collateral Agent, security interest against creditors of and transferees from the Agent Account Debtor or other Person granting the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims Actsecurity interest; (ivv) in In accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (vvi) upon Upon the request of the Collateral Administrative Agent, xxxx the Accounts and other Rights to Payment and all of such Debtor's books and records pertaining thereto with such legends as the Administrative Agent or shall reasonably specify to reference to the Noteholders while fact that the Accounts and other Rights to Payment have been assigned to the Administrative Agent for the benefit of the Lenders and that the Administrative Agent has a security interest therein; (vii) Upon the request of the Administrative Agent after the occurrence and during the continuance of an Event of Default exists, (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment Account Debtors of the security interest hereunder, Security Interest and (bB) notify the account debtors and other obligors on the Rights to Payment Account Debtors or any designated portion thereof that payment shall be made directly to the Collateral Administrative Agent or to such other Person or location as the Collateral Administrative Agent shall specify; and (viviii) upon Upon the occurrence of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Administrative Agent or the Noteholders shall reasonably require.

Rights to Payment. It will: (i) give Upon the request of the Administrative Agent, promptly provide the Administrative Agent with: (A) present status reports relating to the Accounts; (B) accurate records and summaries of Accounts, including detailed agings specifying the name, face value and date of each invoice, and listings of Accounts that are disputed or have been cancelled; and (C) such other matters and information relating to the Accounts as the Administrative Agent shall from time to time reasonably request; (ii) Give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices utilized by it the Debtor in the past, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and take all such action to such end as may from time to time be reasonably requested by the Collateral Administrative Agent, the Agent or the Noteholders, except that it the Debtor may grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices utilized by it in the past, and where the amount involved does not exceed $1,500,000 or where the Account or Right to Payment does not exceed $1,500,000 or would not be materially impairedpayment; (iiiii) if If any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of itthe Debtor, any material dispute, setoff, claim, counterclaim counter-claim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact fully to the Collateral Agent, the Administrative Agent and the Noteholders in the Books books and records relating to such Account or other Right to Payment and in connection with any invoice or report furnished by it the Debtor to the Collateral Agent, the Administrative Agent and the Noteholders relating to such Account or other Right to Payment; (iiiiv) if If at any Accounts arise from contracts with time the United States Debtor shall take a security interest in any property of an Account Debtor or any departmentother Person to secure payment and performance of an Account or other Right to Payment, agency or instrumentality thereof, immediately notify the Collateral Debtor shall promptly assign such security interest to the Administrative Agent, which assignment need not be filed of public record unless necessary to continue the Agent and the Noteholders thereof and, upon the request perfected status of the Collateral Agent, security interest against creditors of and transferees from the Agent Account Debtor or other Person granting the Noteholders, execute any documents and instruments and take any other steps requested by the Collateral Agent, the Agent or the Noteholders in order that all monies due and to become due thereunder shall be assigned to the Collateral Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims Actsecurity interest; (ivv) in In accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment; (vvi) upon Upon the request of the Collateral Administrative Agent, xxxx the Accounts and other Rights to Payment and all of the Debtor's books and records pertaining thereto with such legends as the Administrative Agent or shall reasonably specify to reference to the Noteholders while fact that the Accounts and other Rights to Payment have been assigned to the Administrative Agent for the benefit of the Lenders and that the Administrative Agent has a security interest therein; (vii) Upon the request of the Administrative Agent after the occurrence and during the continuance of an Event of Default exists, (aA) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment Account Debtors of the security interest hereunder, Security Interest and (bB) notify the account debtors and other obligors on the Rights to Payment Account Debtors or any designated portion thereof that payment shall be made directly to the Collateral Administrative Agent or to such other Person or location as the Collateral Administrative Agent shall specify; and (viviii) upon Upon the occurrence of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Collateral Agent, the Administrative Agent or the Noteholders shall reasonably require.