Common use of Certain Matters Relating to Receivables Clause in Contracts

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right right, at any time after the occurrence and during the continuance of an Event of Default Default, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control after the occurrence and during the continuance of an Event of Default, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts. (d) At any time after the occurrence and during the continuance of an Event of Default, each Guarantor will cooperate with the Administrative Agent to establish a system of lockbox accounts, under the sole dominion and control of the Administrative Agent, into which all Receivables shall be paid and from which all collected funds will be transferred to a Collateral Account.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At If an Event of Default has occurred and is continuing, at any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and provided that the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of such Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of such Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. The foregoing requirements are in addition to the requirements with respect to proceeds of Receivables set forth in this Agreement and in the Credit Agreement. (c) At the Administrative Agent’s request, request after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall use commercially reasonable efforts to cause independent public accountants or others satisfactory to the Administrative Collateral Agent to furnish to the Administrative Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two three Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders Collateral Agent and the other Secured Parties only as provided in Section 7.5, 6.6 and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the Lendersother Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At If an Event of Default has occurred and is continuing and at the Administrative Collateral Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right right, at any time after the occurrence and during the continuance of an Event of Default Default, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control after the occurrence and during the continuance of an Event of Default, and the Administrative Agent may curtail or terminate during the continuance of such Event of Default said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, any time after the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s request, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts. (d) At any time after the occurrence and during the continuance of an Event of Default, each Grantor will cooperate with the Administrative Agent to establish a system of lockbox accounts, under the sole dominion and control of the Administrative Agent, into which all Receivables shall be paid and from which all collected funds will be transferred to a Collateral Account.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s 's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Administrative Agent's direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s 's request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after right, at its own cost and expense except during the occurrence and during the continuance of an Event of Default Default, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables; provided, that unless a Default or Event of Default shall be continuing, the Administrative Agent shall request no more than two such reports during any calendar year. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s ReceivablesReceivables (not including amounts payable by the purchaser of a Consigned Vehicle), and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each If so requested by the Administrative Agent, each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, any time and from time to time after the occurrence and during the continuance continuation of an Event of Default, if so requested by the Administrative Agent, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Deposit Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lendersother Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. The Grantors and the Administrative Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Administrative Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by the Administrative Agent may be commercially reasonable so long as the Administrative Agent acts in good faith based on information known to it at the time it takes any such action. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it the Administrative Agent (in consultation with the Borrower) reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. At any time and from time to time, after upon the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s 's reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, 's Receivables and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for on behalf of the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after Upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent's request, each Grantor shall deliver to the Administrative Agent all original (where practicable, otherwise copies will be delivered) and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of verify the Receivables at any time and from time to time in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. Each Grantor shall provide such information as the Agent may from time to time request regarding the Receivables, including agings and trial balances. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Agent’s direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided Secured Parties in Section 7.5accordance with this Agreement and the other Note Purchase Documents, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Subject to the Intercreditor Agreement, (i) the Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisableadvisable and no more frequently than once per fiscal year (unless an Event of Default shall have occurred and be continuing, in which case there shall not be any limits), and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At verifications and (ii) at any time and from time to time, after the occurrence and during the continuance of but no more frequently than once per fiscal year (unless an Event of DefaultDefault shall have occurred and be continuing, in which case there shall not be any limits), upon the Administrative Agent’s 's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Subject to the Intercreditor Agreement, (i) the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Administrative Agent's direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If Default and (ii) if required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (iA) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (iiB) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and for the Lendersbenefit of the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At Subject to the Intercreditor Agreement, at the Administrative Agent’s 's request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. At any time and from time to time, verifications after the occurrence and during the continuance of an Event of Default. At any time and from time to time, upon the Administrative Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and request during the continuance existence of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request of Agent and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging agings and test verifications of, and trial balances for, the Receivables. (b) The Administrative Until the occurrence or the continuance of an Event of Default, Agent and the other Secured Parties hereby authorizes authorize each Grantor to collect such Grantor’s Receivables, and the Administrative . Agent may curtail curtail, stop or terminate said such authority at any time after the occurrence and during the continuance of an Event of Default. If required requested by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Agent (for the Administrative Agent if requiredbenefit of the Secured Parties) and upon notice to such Grantor, in a Collateral Account collateral account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.4 hereof, and (ii) until so turned over, shall be held by such Grantor in trust for Agent (for the Administrative Agent and benefit of the LendersSecured Parties), segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, any time and from time to time after the occurrence and during the continuance of an Event of Default, at the request of Agent, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receiptsreceipts and notify account debtors that the accounts or general intangibles that are Collateral have been collaterally assigned to Agent and that payments in respect thereof shall be made directly to Agent. (d) Each Grantor hereby irrevocably authorizes and empowers Agent, in Agent’s sole discretion, at any time after the occurrence and during the continuance of an Event of Default, without notice to such Grantor: (i) to limit or terminate the ability of a Grantor to collect its Receivables or any thereof; (ii) to assert, either directly or on behalf of such Grantor, any claim such Grantor may from time to time have against account debtors and to otherwise enforce such Grantor’s rights against such account debtors; and (iii) to receive and collect any and all damages, awards and other monies resulting therefrom and to apply the same to the Secured Obligations in such order as Agent may determine in its discretion.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, the Secured Party shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent Secured Party may require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative AgentSecured Party’s request and request, at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent Secured Party to furnish to the Administrative Agent Secured Party reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent Secured Party hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent Secured Party may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent Secured Party at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent Secured Party if required, in a Collateral Account maintained under the sole dominion and control of the Administrative AgentSecured Party, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Party only as provided in Section 7.55.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Party, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during During the continuance of an Event of a Default, at the Secured Party’s request, each Grantor shall deliver to the Administrative Agent Secured Party all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative After an Enforcement Event has occurred and is continuing, the Shared Collateral Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Shared Collateral Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Shared Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative . The Shared Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultEnforcement Event. If required by the Administrative Agent Shared Collateral Agent, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, at any time after the occurrence and during the continuance of an Event of DefaultEnforcement Event, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Shared Collateral Agent if required, in a the Shared Collateral Account maintained under the sole dominion and control of the Administrative AgentAccount, subject to withdrawal by the Administrative Shared Collateral Agent for the account of the Lenders Shared Collateral Secured Parties only as provided in Section 7.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Shared Collateral Agent and the Lendersother Shared Collateral Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Shared Collateral Agent’s request, after upon the occurrence and during the continuance of an Event of DefaultEnforcement Event, each Grantor shall deliver to the Administrative Shared Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and At any time during the continuance of an Event of Default Default, the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.55.02, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after After the occurrence and during the continuance of an Event of Default Default, (i) the Collateral Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Collateral Agent may require in connection with such test verifications. At any time , and from time to time, after the occurrence and during the continuance of an Event of Default, (ii) upon the Administrative Collateral Agent’s request and at the expense of the relevant Grantor, such Grantor shall promptly cause independent public accountants or others satisfactory to the Administrative Collateral Agent to furnish to the Administrative Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Collateral Agent may curtail or terminate said authority authorization at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders Secured Parties only as provided in Section 7.55.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and benefit of the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Collateral Agent’s request, reasonable request after the occurrence and during the continuance of an Event of Default, each Grantor shall promptly deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after right, at reasonable times during normal business hours and upon reasonable prior notice (but not more than once annually if no Default or Event of Default shall exist or be continuing), at its own cost and expense except during the occurrence and during the continuance of an Event of Default (in which case, such testing shall be at the sole cost and expense of the Borrower), to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables; provided, that unless a Default or Event of Default shall be continuing, the Administrative Agent shall request no more than one such report during any calendar year. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s ReceivablesReceivables (not including amounts payable by the purchaser of a Consigned Vehicle), and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each If so requested by the Administrative Agent, each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, any time and from time to time after the occurrence and during the continuance continuation of an Event of Default, if so requested by the Administrative Agent, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent Lender shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables twice a year (and if an Event of a Default shall have occurred and be continuing, at any time and from time to time) in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent Lender may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s Lender's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent Lender to furnish to the Administrative Agent Lender reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent Lender hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Lender's direction and control, and the Administrative Agent Lender may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent Lender at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent Lender if required, in a Collateral Account maintained under the sole dominion and control of the Administrative AgentLender, subject to withdrawal by the Administrative Agent for the account of the Lenders Lender only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersLender, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s Lender's reasonable request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent Lender all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right right, at any time after the occurrence and during the continuance of an Event of Default Default, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control (to the extent permitted by applicable law) after the occurrence and during the continuance of an Event of Default, and (to the extent permitted by applicable law) the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default; provided that Medicare and Medicaid Receivables shall be in the sole dominion and control of the Grantor. If required by the Administrative Agent (to the extent permitted by applicable law and governmental regulation) at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Creditors only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Creditors, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s requestrequest (to the extent permitted by applicable law), at any time after the occurrence and during the continuance continuation of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts. (d) At any time after the occurrence and during the continuance of an Event of Default, each Grantor will cooperate with the Administrative Agent to establish a system of lockbox accounts, under the sole dominion and control of the Administrative Agent (to the extent permitted by applicable law), into which all Receivables shall be paid and from which all collected funds will be transferred to a Collateral Account.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Collateral Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Collateral Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Collateral Agent’s 's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Collateral Agent to furnish to the Administrative Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Collateral Agent's direction and control, and the Administrative Collateral Agent may curtail or terminate said authority by written notice at any time after the occurrence and during the continuance of an Event of Default. If required by written notice by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent Agents and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Collateral Agent’s 's request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver or make available to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and At any time during the continuance of an Event of Default Default, the Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At The Agent shall endeavor to provide the Issuer with notice at or about the time of such verifications, provided that the failure to provide such notice shall not in any time and from time to time, after way compromise or adversely affect the occurrence and during exercise of such remedy or the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivablesrights hereunder. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, Receivables and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. The Agent shall endeavor to provide the Issuer with notice at or about the time of the exercise of its rights pursuant to the preceding sentence, provided that the failure to provide such notice shall not in any way compromise or adversely affect the exercise of any rights or remedies hereunder. If required requested in writing by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.04, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, written request at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, including without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At If an Event of Default has occurred and is continuing, at any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and provided that the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of such Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays or such later date as may be agreed by the Administrative Agent in its sole discretion) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lendersother Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of such Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. The foregoing requirements are in addition to the requirements with respect to proceeds of Receivables set forth in this Agreement and in the Credit Agreement. (c) At the Administrative Agent’s request, request after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The If an Event of Default shall have occurred and be continuing, (x) the Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any reasonable manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time verifications and from time to time, after the occurrence and during the continuance of an Event of Default, (y) upon the Administrative Agent’s reasonable request (at the direction of the Required Lenders) and at the sole expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent and the Required Lenders to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, Receivables and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, Secured Parties segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At If an Event of Default shall have occurred and be continuing, at the Administrative Agent’s reasonable request, after the occurrence and during the continuance of an Event of Default, (i) each Grantor shall deliver to the Administrative Agent all original (to the extent such Grantor has original copies) and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original (to the extent such Grantor has original copies) orders, invoices and shipping receiptsreceipts and (ii) at the reasonable request of the Administrative Agent the applicable Grantor shall use its commercially reasonable efforts to take such steps as may be necessary to comply with any applicable assignment of claims Laws and other comparable Laws. Notwithstanding anything to the contrary in this Agreement, no Grantor will be required to disclose any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information with respect to any account debtors related to any Receivables, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business DaysDays of receipt by such Grantor) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each If so requested by the Administrative Agent, each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, any time and from time to time after the occurrence and during the continuance continuation of an Event of Default, if so requested by the Administrative Agent, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, Lender shall have the right to make test verifications of the Receivables of any Loan Party in any manner and through any medium that it reasonably considers advisable, and each Grantor Loan Party shall furnish all such assistance and information as the Administrative Agent Lender may require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative AgentLender’s request and at the expense of the relevant GrantorLoan Party, such Grantor Loan Party shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent Lender to furnish to the Administrative Agent Lender reports showing reconciliations, aging agings and test verifications of, and trial balances for, such Receivables. Anything herein to the Receivablescontrary notwithstanding, the provisions of this Section 7.2 shall only apply if the aggregate amount of the then outstanding Receivables of any Loan Party exceeds $5,000,000. (b) The Administrative Agent Lender hereby authorizes each Grantor Loan Party to collect any Receivables of such Grantor’s ReceivablesLoan Party, and the Administrative Agent Lender may curtail or terminate said such authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent Lender at any time after the occurrence and during the continuance of an Event of Default, any payments of such Receivables, when collected by any GrantorLoan Party, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor Loan Party in the exact form received, duly indorsed by such Grantor Loan Party to the Administrative Agent Lender if required, in a Collateral Account collateral account maintained under the sole dominion and control of the Administrative AgentLender, subject to withdrawal by the Administrative Agent Lender for the its own account of the Lenders only as provided in Section 7.57.6, and (ii) until so turned over, shall be held by such Grantor Loan Party in trust for the Administrative Agent and the LendersLender, segregated from other funds of such GrantorLoan Party. Each such deposit of Proceeds payments of such Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, any time and from time to time after the occurrence and during the continuance of an Event of Default, at Lender’s request, each Grantor Loan Party shall deliver to the Administrative Agent Lender all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivablesany Receivables of such Loan Party, including, without limitation, including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right right, at any time after the occurrence and during the continuance of an Event of Default Default, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control after the occurrence and during the continuance of an Event of Default, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts. (d) At any time after the occurrence and during the continuance of an Event of Default, each Grantor will cooperate with the Administrative Agent to establish a system of lockbox accounts, under the sole dominion and control of the Administrative Agent, into which all Receivables shall be paid and from which all collected funds will be transferred to a Collateral Account.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At After an Event of Default has occurred and is continuing, at any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable and any Supporting Obligation, in each case, at its own expense; provided, however, that the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The During the continuance of any Event of Default, the Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports (from Persons and in a form reasonably satisfactory to the Administrative Agent) showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts. (d) The provisions of this Section 6.1 shall only apply to Receivables that are part of the Collateral.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Defaulttime (but not more frequently than once per fiscal quarter), upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, Receivables and the Administrative Agent may curtail or terminate said authority at any time and only at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Collateral Agent shall have the right after the occurrence and during the continuance of (but shall in no way be obligated), at its own expense if an Event of Default does not then exist, to make test verifications of the Receivables that are included in the Collateral in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and each Grantor hereby agrees to use its commercially reasonable efforts to continue to collect all amounts due or to become due to such Grantor under the Administrative Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable and any Supporting Obligation, in each case, at its own expense; provided, however, that the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith promptly (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Collateral Agent’s requestrequest but subject to the confidentiality provisions set forth in the Credit Agreement, after the occurrence and during the continuance of an Event of Default, Default each Grantor shall deliver make available to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables that are included in the Collateral, including, without limitation, all including original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, the Collateral Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative Collateral Agent’s request and request, at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Collateral Agent to furnish to the Administrative Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, Collateral Agent subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders Secured Parties only as provided in Section 7.5, 5.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the Lendersother Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Collateral Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right right, at any time after the occurrence and during the continuance of an Event of Default Default, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent, the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after Upon the occurrence and during the continuance of an Event of Default Default, (i) the Collateral Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Collateral Agent may require require, and shall reimburse the Collateral Agent for any and all expenses incurred by the Collateral Agent, in connection with such test verifications. At any time , and from time to time, after the occurrence and during the continuance of an Event of Default, (ii) upon the Administrative Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall promptly cause independent public accountants or others satisfactory to the Administrative Collateral Agent to furnish to the Administrative Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required requested by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two one (1) Business DaysDay) be deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Collateral Agent if requiredrequested, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders only Secured Parties as provided in Section 7.5Sections 6.4 and 6.5 hereof, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and benefit of the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Collateral Agent’s request, request at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall promptly deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, Receivables and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.5, 6.05 and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative If an Event of Default shall have occurred and be continuing, (x) the Collateral Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any reasonable manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Collateral Agent may require in connection with such test verifications. At any time verifications and from time to time, after the occurrence and during the continuance of an Event of Default, (y) upon the Administrative Collateral Agent’s 's reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Collateral Agent to furnish to the Administrative Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, 's Receivables and the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the Lendersother Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of If an Event of DefaultDefault shall have occurred and be continuing, at the Collateral Agent's reasonable request, (i) each Grantor shall deliver to the Administrative Collateral Agent all original (to the extent such Grantor has original copies) and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original (to the extent such Grantor has original copies) orders, invoices and shipping receiptsreceipts and (ii) the applicable Grantor shall take such steps as may be necessary to comply with any applicable assignment of claims laws and other comparable laws.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after Upon the occurrence and during the continuance of an any Event of Default Default, the Second Lien Administrative Agent shall have the right (but shall in no way be obligated) to make test verifications of the Receivables that are included in the Collateral in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Second Lien Administrative Agent may reasonably require in connection with such test verifications. At any time and from time to time, after time following the occurrence and during the continuance of an any Event of Default, upon the Second Lien Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Second Lien Administrative Agent to furnish to the Second Lien Administrative Agent, the Collateral Agent or any other Secured Party reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Second Lien Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Second Lien Administrative Agent’s direction and control and subject to the terms of the Intercreditor Agreement, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable and any Supporting Obligation, in each case, at its own expense; provided, however, that the Second Lien Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Second Lien Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Second Lien Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Collateral Agent or the Second Lien Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Second Lien Administrative Agent’s request, reasonable request (and subject to the terms of the Intercreditor Agreement) after the occurrence and during the continuance of an any Event of Default, each Grantor shall deliver to the Second Lien Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables that are included in the Collateral, including, without limitation, including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after Upon the occurrence and during the continuance of an any Event of Default Default, the Administrative Agent shall have the right (but shall in no way be obligated) to make test verifications of the Receivables that are included in the Collateral in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. At any time and from time to time, after time following the occurrence and during the continuance of an any Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable and any Supporting Obligation, in each case, at its own expense; provided, however, that the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, reasonable request after the occurrence and during the continuance of an any Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables that are included in the Collateral, including, without limitation, including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent Mortgage Notes Indenture Trustee shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent Mortgage Notes Indenture Trustee may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent Mortgage Notes Indenture Trustee hereby authorizes each Grantor to collect such Grantor’s 's Receivables, and ; provided that the Administrative Agent Mortgage Notes Indenture Trustee may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent Mortgage Notes Indenture Trustee at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Daysbusiness days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Agent Mortgage Notes Indenture Trustee if required, in a Collateral Account maintained under the sole dominion and control of the Administrative AgentMortgage Notes Indenture Trustee, subject to withdrawal by the Administrative Agent Mortgage Notes Indenture Trustee for the account of the Lenders Secured Parties only as provided in Section 7.56.4, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s Mortgage Notes Indenture Trustee's request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent Mortgage Notes Indenture Trustee all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receiptsreceipts (other than Non-Deliverable Collateral).

Certain Matters Relating to Receivables. (i) During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default Default, at any time and from time to time, the Lender shall have the right but not the obligation to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor Borrower shall furnish all such assistance and information as the Administrative Agent Lender may require in connection with such test verifications. At any time and from time to time, after the occurrence and time during the continuance of an Event of Default, upon the Administrative AgentLender’s request and at the expense of the relevant GrantorBorrower, such Grantor Borrower shall cause independent public accountants or others satisfactory to the Administrative Agent Lender to furnish to the Administrative Agent Lender reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (bii) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at At any time after the occurrence and from time to time during the continuance of an Event of Default, the Lender may collect each Borrower’s Receivables and any Supporting Obligation and exercise each right such Borrower may have under any Receivable and any Supporting Obligation, in each case, at the Borrowers’ own expense. If required by the Administrative Agent Lender at any time after upon the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any GrantorBorrower, (ix) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor Borrower in the exact form received, duly indorsed endorsed by such Grantor Borrower to the Administrative Agent Lender if required, in a Collateral Account maintained under the sole dominion and control of the Administrative AgentLender, subject to withdrawal by the Administrative Agent Lender for the account of the Lenders only as provided in Section 7.54.3(f), and (iiy) until so turned over, shall be held by such Grantor Borrower in trust for the Administrative Agent and the Lenders, segregated from other funds of such GrantorBorrower. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (ciii) At the Administrative AgentLender’s request, after the occurrence and during the continuance of request upon a Default or an Event of Default, each Grantor Borrower shall deliver to the Administrative Agent Lender all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative During the existence of an Event of Default, the Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. At During the existence of an Event of Default, at any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables; provided, and however, that the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance existence of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance existence of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) after such collection be deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.55.4, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At During the Administrative Agent’s request, after the occurrence and during the continuance existence of an Event of Default, at the Agent’s request, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after Upon the occurrence and during the continuance of an Event of Default Default, (1) the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time verifications and from time to time, after the occurrence and during the continuance of an Event of Default, (2) upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable and any Supporting Obligation, in each case, at its own expense; provided, however, that the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5 hereof, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and time during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and provided that the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit; provided that all funds in such Collateral Account shall be promptly released to the Grantors upon the cure or waiver of all such Events of Default. (c) At the Administrative Agent’s request, after the occurrence and during During the continuance of an Event of DefaultDefault and at the Administrative Agent’s reasonable request, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During At any Full Security Period,time after the occurrence and the continuation of an Event of Default: (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.05, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Defaulttime (but not more frequently than once per fiscal quarter), upon the Administrative Agent’s 's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Administrative Agent's direction and control, and the Administrative Agent may curtail or terminate said authority at any time and only at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.50, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s 's request, at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right At any time after the occurrence and during the continuance of an Event of Default Default, the Collateral Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Collateral Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Collateral Agent’s 's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Collateral Agent to furnish to the Administrative Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, and the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Collateral Agent’s request, 's request at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s ReceivablesReceivables and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation in respect thereof at its own expense consistent with its reasonable business judgment; provided, and however, that the Agent (or the ABL Administrative Agent in accordance with the ABL Intercreditor Agreement) may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Agent (or the ABL Administrative Agent in accordance with the ABL Intercreditor Agreement) and solely to the extent not in conflict with the requirements of the ABL Documents at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) be deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Agent (or the ABL Administrative Agent in accordance with the ABL Intercreditor Agreement) if required, in a Collateral Account maintained under the sole dominion and control of the Agent (or the ABL Administrative AgentAgent in accordance with the ABL Intercreditor Agreement), subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.4, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) At the Administrative Agent’s request, after the occurrence and during the continuance of If an Event of DefaultDefault has occurred and is continuing, at the Agent’s request (or the request of the ABL Administrative Agent in accordance with the ABL Intercreditor Agreement), each Grantor shall deliver to the Agent (or the ABL Administrative Agent in accordance with the ABL Intercreditor Agreement) all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The If an Event of Default has occurred and is continuing, the Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables required to be included in the Collateral in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, Receivables required to be included in the Collateral and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of such Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables required to be included in the Collateral shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At If an Event of Default has occurred and is continuing, at the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables required to be included in the Collateral, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At After an Event of Default has occurred and is continuing, at any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s 's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable and any Supporting Obligation, in each case, at its own expense; provided, however, that the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative If an Event of Default has occurred and is continuing, the Collateral Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables; provided, and however, that the Administrative Collateral Agent may may, subject to the Intercreditor Agreements, curtail or terminate said authority at any time upon written notice to the applicable Grantor after the occurrence and during the continuance of an Event of Default. If Subject to the Intercreditor Agreements, if required by the Administrative Collateral Agent in a written notice to such Grantor at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, Grantor (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control (within the meaning of Section 9-104 of the Administrative UCC) of the Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each After the occurrence and during the continuance of an Event of Default, if reasonably requested in writing by the Collateral Agent, each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of If an Event of DefaultDefault has occurred and is continuing, at the Collateral Agent’s reasonable written request, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Collateral Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor Grantor, at such Grantor’s sole cost and expense, shall furnish all such assistance and information as the Administrative Collateral Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Collateral Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Collateral Agent to furnish to the Administrative Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables, but not more frequently than annually if no Event of Default shall have occurred and be continuing; provided, however, that if no Event of Default shall have occurred and be continuing, the Collateral Agent may not contact any obligor under any Receivable in its own name. (b) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and ; provided that the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. . (c) If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cd) At the Administrative Collateral Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The If an Event of Default shall have occurred and be continuing, (x) the Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any reasonable manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time verifications and from time to time, after the occurrence and during the continuance of an Event of Default, (y) upon the Administrative Agent’s reasonable request (at the direction of the Required Lenders) and at the sole expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent and the Required Lenders to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Subject to the Financing Orders, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, Receivables and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At Subject to the Financing Orders, if an Event of Default shall have occurred and be continuing, at the Administrative Agent’s reasonable request, after the occurrence and during the continuance of an Event of Default, (i) each Grantor shall deliver to the Administrative Agent all original (to the extent such Grantor has original copies) and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original (to the extent such Grantor has original copies) orders, invoices and shipping receiptsreceipts and (ii) at the reasonable request of the Administrative Agent the applicable Grantor shall use its commercially reasonable efforts to take such steps as may be necessary to comply with any applicable federal assignment of claims Laws and other comparable Laws. Notwithstanding anything to the contrary in this Agreement, no Grantor will be required to disclose any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information with respect to any account debtors related to any Receivables, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent If an Event of Default shall have occurred and be continuing, the Collateral Trustee, acting at the direction of the Secured Representative for the Required Secured Parties, shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent Collateral Trustee, acting at the direction of the Secured Representative for the Required Secured Parties, may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes Unless an Event of Default shall have occurred and be continuing and the Collateral Trustee, acting at the direction of the Secured Representative for the Required Secured Parties, shall have given notice to the relevant Grantor of the Collateral Trustee’s intent to exercise its corresponding rights pursuant to next sentence, each Grantor to may collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required notified by the Administrative Agent Collateral Trustee, acting at the direction of the Secured Representative for the Required Secured Parties, at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent Collateral Trustee if required, acting at the direction of the Secured Representative for the Required Secured Parties, in a Collateral Account maintained under the sole dominion and control of the Administrative AgentCollateral Trustee, subject to withdrawal by the Administrative Agent Collateral Trustee for the account of the Lenders only Secured Parties as provided in Section 7.55.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent Collateral Trustee and the Lendersother Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verificationsverifications after the occurrence of an Event of Default. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and request during the continuance existence of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s 's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Administrative Agent's direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any `event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lendersother Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s 's request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after Upon the occurrence and during the continuance of an Event of Default Default, (1) the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time verifications and from time to time, after the occurrence and during the continuance of an Event of Default, (2) upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable and any Supporting Obligation, in each case, at its own expense; provided, however, that the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.05 hereof, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and 's request, at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, and the Administrative Agent (subject to the Intercreditor Agreement), may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative AgentAgent (subject to the terms of the Intercreditor Agreement), subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.5SECTION 5.5 and in accordance with the Intercreditor Agreement, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At During the continuance of a Default, at the Administrative Agent’s 's request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Collateral Agent shall have the right after right, following the occurrence and during of the continuance of an Event of Default Substitution Event, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Collateral Agent may require in connection with such test verifications. At any time and from time to time, after following the occurrence and during of the continuance of an Event of DefaultSubstitution Event, upon the Administrative Collateral Agent’s 's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Collateral Agent to furnish to the Administrative Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables; provided, however, that unless a Default or Event Default shall have occurred and be continuing, the Collateral Agent shall request no more than two (2) such reports during any calendar year. (b) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, 's Receivables and the Administrative Collateral Agent may may, following the occurrence of the Substitution Event, curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent Collateral Agent, following the occurrence of the Substitution Event, at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders Securityholders only as provided in Section 7.55.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersCollateral Agent, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Collateral Agent’s 's request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receiptsreceipts in paper and electronic format as may be directed by the Collateral Agent.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have Upon the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Collateral Agent’s reasonable request (but not more often than quarterly) and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the its material Receivables. (b) The Administrative Agent hereby authorizes each Each Grantor has the sole authority to collect such Grantor’s Receivables, Receivables prior to the occurrence and the Administrative Agent may curtail or terminate said authority at continuance of an Event of Default. At any time after upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may curtail or terminate such Grantor’s authority upon delivery of written notice to such Grantor. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, subject (to the extent applicable) to any Applicable Intercreditor Agreement, (i) shall be forthwith (and, in any event, within two three (3) Business DaysDays of receipt by such Grantor) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders Secured Parties only as provided in Section 7.5, 6.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the LendersSecured Parties. Upon the written request of the Collateral Agent, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables Grantor shall be accompanied by deliver to the Collateral Agent a report identifying in reasonable detail the nature and source of the payments included in the any such deposit. (c) At the Administrative Agent’s request, after Upon the occurrence and during the continuance of an Event of Default, upon the written request of the Collateral Agent, subject (to the extent applicable) to any Applicable Intercreditor Agreement, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The After the occurrence and during the continuation of any Event of Default, the Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, Receivables and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Administrative Agent and the Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, request after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Defaulttime (but not more frequently than once per fiscal quarter), upon the Administrative Agent’s 's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Administrative Agent's direction and control, and the Administrative Agent may curtail or terminate said authority at any time and only at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s 's request, at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s 's reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables; provided, that the Administrative Agent may not make such a request more than once per calendar year when no Event of Default is in existence or more than four times per calendar year when an Event of Default is in existence. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Administrative Agent's direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.55.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables after the occurrence and during the continuance of an Event of Default shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s 's reasonable request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts; provided, that only copies (or other than originals) of the foregoing documents shall be required to be delivered in the absence of an Event of Default.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative Collateral Agent’s request 's request, at the direction of the Applicable Authorized Representative, and at the expense of the relevant Grantor, such Grantor shall cause nationally recognized independent registered public accountants or others satisfactory to the Administrative Agent other appropriately qualified experts to furnish to the Administrative Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent Each Grantor is hereby authorizes each Grantor authorized to collect such Grantor’s 's Receivables, subject to the Collateral Agent's direction and control after the occurrence and during the continuance of an Event of Default, and the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent Collateral Agent, at the direction of the Applicable Authorized Representative, at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders Secured Parties only as provided in Section 7.5, 6.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and Collateral Agent, for the Lendersratable benefit of the Secured Parties, segregated from other funds of such Grantor; provided however that insofar as the foregoing applies to Government Receivables or any other Receivables subject to Healthcare Laws, such actions shall be authorized only to the extent permitted by law and in a manner consistent with applicable law and regulations and with each Grantor agreeing to cooperate with the Collateral Agent to effectuate the foregoing. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables (except for any such original documents of which it is necessary or advisable for such Grantor to maintain possession in compliance with any Requirement of Law, includingin which case, without limitationa copy of such document shall be delivered), including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative If an Event of Default shall have occurred and be continuing, (x) the Collateral Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any reasonable manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Collateral Agent may require in connection with such test verifications. At any time verifications and from time to time, after the occurrence and during the continuance of an Event of Default, (y) upon the Administrative Collateral Agent’s 's reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Collateral Agent to furnish to the Administrative Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Subject to the terms of the Intercreditor Agreement, the Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, 's Receivables and the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If Subject to the terms of the Intercreditor Agreement, if required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders other Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the Lendersother Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At Subject to the Administrative Agent’s requestterms of the Intercreditor Agreement, after the occurrence and during the continuance of if an Event of DefaultDefault shall have occurred and be continuing, at the Collateral Agent's reasonable request, (i) each Grantor shall deliver to the Administrative Collateral Agent all original (to the extent such Grantor has original copies or otherwise, copies) and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original (to the extent such Grantor has original copies or otherwise, copies) orders, invoices and shipping receiptsreceipts and (ii) the applicable Grantor shall take such steps as may be necessary to comply with any applicable federal assignment of claims laws and other comparable laws.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent Collateral Trustee shall have the right right, at any time after the occurrence and during the continuance of an Event of Default Default, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent Collateral Trustee may require in connection with such test verifications. At any time and from time to time, at any time after the occurrence and during the continuance of an Event of Default, upon the Administrative AgentCollateral Trustee’s request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent Collateral Trustee to furnish to the Administrative Agent Collateral Trustee reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at any time after After the occurrence and during the continuance of an Event of Default. If required by , each Grantor shall collect such Grantor’s Receivables, subject to the Administrative Agent Collateral Trustee’s direction and control, and the Collateral Trustee shall (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) curtail or terminate said authority at any time after time. After the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall shall, not later than 10 calendar days after the occurrence of such Event of Default, be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent Collateral Trustee if required, in a Collateral Account maintained under the sole dominion and control of the Administrative AgentCollateral Trustee, subject to withdrawal by the Administrative Agent Collateral Trustee for the account of the Lenders Secured Parties only as provided in Section 7.56.7, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent Collateral Trustee and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, any time after the occurrence and during the continuance of an Event of Default, at the Collateral Trustee’s request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties), each Grantor shall deliver to the Administrative Agent Collateral Trustee all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications; provided that, unless an Event of Default shall have occurred and be continuing, such Grantor shall only be required to provide such information once in any twelve (12) month period. At any time and from time to time, after the occurrence and time during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and provided that the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit; provided that all funds in such Collateral Account shall be promptly released to the Grantors upon the cure or waiver of all such Events of Default. (c) At the Administrative Agent’s request, after the occurrence and during During the continuance of an Event of DefaultDefault and at the Administrative Agent’s reasonable request, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period,Subject to, in each case, the terms of the Intercreditor Agreement (to the extent applicable): (a) The Administrative Agent shall have the right At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon request of the Administrative Agent’s request Agent and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging agings and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required requested by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Agent (for the Administrative Agent if requiredbenefit of the Secured Parties) and upon notice to such Grantor, in a Collateral Account collateral account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.4 hereof, and (ii) until so turned over, shall be held by such Grantor in trust for Agent (for the Administrative Agent and benefit of the LendersSecured Parties), segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, any time and from time to time after the occurrence and during the continuance of an Event of Default, at the request of Agent, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receiptsreceipts and notify account debtors that the accounts or general intangibles that are Collateral have been collaterally assigned to Agent and that payments in respect thereof shall be made directly to Agent. (d) Each Grantor hereby irrevocably authorizes and empowers Agent, in Agent’s sole discretion, at any time after the occurrence and during the continuance of an Event of Default, without notice to such Grantor: (i) to limit or terminate the ability of a Grantor to collect its Receivables or any thereof; to assert, either directly or on behalf of such Grantor, any claim such Grantor may from time to time have against account debtors and to otherwise enforce such Grantor’s rights against such account debtors; (ii) to receive and collect any and all damages, awards and other monies resulting therefrom and to apply the same to the Secured Obligations as set forth in Section 6.5 hereof; and (iii) in its own name or in the name of others, to communicate with account debtors to verify with them to Agent’s reasonable satisfaction the existence, amount and terms of any account or amounts due under any general intangible that is Collateral.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right right, at any time after the occurrence and during the continuance of an Event of Default Default, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s 's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Administrative Agent's direction and control after the occurrence and during the continuance of an Event of Default, and the Administrative Agent may curtail or terminate during the continuance of such Event of Default said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s 's request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts. (d) At any time after the occurrence and during the continuance of an Event of Default, each Grantor will cooperate with the Administrative Agent to establish a system of lockbox accounts, under the sole dominion and control of the Administrative Agent, into which all Receivables shall be paid and from which all collected funds will be transferred to a Collateral Account.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Collateral Agent shall have the right after (but not the occurrence and during the continuance of an obligation) annually (or, if a Priority Lien Event of Default has occurred and is continuing, at any time) to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Collateral Agent may require in connection with such test verifications. At any time and from time to timeAnnually (or, after the occurrence and during the continuance of an if a Priority Lien Event of DefaultDefault has occurred and is continuing, at any time), upon the Administrative Collateral Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Collateral Agent to furnish to the Administrative Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s ReceivablesReceivables and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable and any Supporting Obligation, and in each case, at its own expense consistent with its reasonable business judgment; provided, however, that the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an a Priority Lien Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an a Priority Lien Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) be deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account application in accordance with Section 3.4 of the Lenders only as provided in Section 7.5Collateral Agency Agreement, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersPriority Lien Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At If a Priority Lien Event of Default has occurred and is continuing, at the Administrative Collateral Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables, but not more frequently than annually if no Event of Default shall have occurred and be continuing; provided, however, that if no Event of Default shall have occurred and be continuing, the Administrative Agent may not contact any obligor under any Receivable in its own name. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative If an Event of Default shall have occurred and be continuing, (x) the Collateral Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any reasonable manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Collateral Agent may require in connection with such test verifications. At any time verifications and from time to time, after the occurrence and during the continuance of an Event of Default, (y) upon the Administrative Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Collateral Agent to furnish to the Administrative Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Subject to the terms of the Intercreditor Agreement, the Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, Receivables and the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If Subject to the terms of the Intercreditor Agreement, if required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At Subject to the Administrative Agent’s requestterms of the Intercreditor Agreement, after the occurrence and during the continuance of if an Event of DefaultDefault shall have occurred and be continuing, at the Collateral Agent’s reasonable request, (i) each Grantor shall deliver to the Administrative Collateral Agent all original (to the extent such Grantor has original copies) and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original (to the extent such Grantor has original copies) orders, invoices and shipping receiptsreceipts and (ii) at the reasonable request of the Collateral Agent the applicable Grantor shall use its commercially reasonable efforts to take such steps as may be necessary to comply with any applicable federal assignment of claims Laws and other comparable Laws. Notwithstanding anything to the contrary in this Agreement, no Grantor will be required to disclose any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information with respect to any account debtors related to any Receivables, (ii) in respect of which disclosure to the Collateral Agent or any other Secured Party (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verificationsverifications after the occurrence of an Event of Default. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s 's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Administrative Agent's direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s 's request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the existence and continuance of a Default or an Event of Default, upon the Administrative Agent’s 's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Administrative Agent's direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s 's request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, the Lender shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent Lender may require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative AgentLender’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent Lender to furnish to the Administrative Agent Lender reports showing reconciliations, aging agings and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent Lender hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent Lender may curtail or terminate said such authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent Lender at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent Lender if required, in a Collateral Account collateral account maintained under the sole dominion and control of the Administrative AgentLender, subject to withdrawal by the Administrative Agent for the account of the Lenders Lender only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersLender, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, any time and from time to time after the occurrence and during the continuance of an Event of Default, at the Lender’s request, each Grantor shall deliver to the Administrative Agent Lender all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts.. 14766401\V-7

Certain Matters Relating to Receivables. During any Full Security Period, (a) The General Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the General Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the General Administrative Agent’s 's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the General Administrative Agent to furnish to the General Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The General Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the General Administrative Agent's direction and control, and the General Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the General Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i1) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the General Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the General Administrative Agent, subject to withdrawal by the General Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii2) until so turned over, shall be held by such Grantor in trust for the General Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the General Administrative Agent’s 's request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the General Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Each Collateral Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative such Collateral Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative either Collateral Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent Collateral Agents to furnish to the Administrative each Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent Collateral Agents hereby authorizes authorize each Grantor to collect such Grantor’s Receivables, and Receivables in the Administrative Agent may curtail manner deemed necessary or terminate said authority at any time after the occurrence and during the continuance of an Event of Defaultadvisable by such Grantor. If required by either Collateral Agent or the Administrative Designated Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any GrantorGrantor (but prior to the payment in full of the Senior Obligations, only to the extent not expressly prohibited by the terms of the Subordination Agreement), (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Designated Agent if required, in a Collateral Account maintained under the sole dominion and control (within the meaning of Section 9-104 or Section 9-106 of the Administrative New York UCC) of the Designated Agent, subject to withdrawal by the Administrative Designated Agent for the account of the Lenders Collateral Agents only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and Designated Agent, for the Lendersbenefit of the Collateral Agents, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative either Collateral Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Relevant Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The US --------------------------------------- Administrative Agent shall have the right after the occurrence right, at its own cost and during the continuance of an Event of Default expense, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor Guarantor shall furnish all such assistance and information as the US Administrative Agent may reasonably require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of DefaultDefault which is continuing, upon the US Administrative Agent’s 's request and at the expense of the relevant GrantorGuarantor, such Grantor Guarantor shall cause independent public accountants or others satisfactory to the US Administrative Agent to furnish to the US Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the US Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any GrantorGuarantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor Guarantor in the exact form received, duly indorsed by such Grantor Guarantor to the US Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the US Administrative Agent, subject to withdrawal by the US Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor Guarantor in trust for the US Administrative Agent and the Lenders, segregated from other funds of such GrantorGuarantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the US Administrative Agent’s 's request, after the occurrence and during the continuance of an Event of Default, each Grantor Guarantor shall deliver make available to the US Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receiptsinvoices.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The At any time and from time to time, the Administrative Agent shall have the right after in such Grantor’s name or, following the occurrence and during the continuance of an Event of Default Default, in its own name or in the name of others, shall have the right to make test verifications of the existence, amount and terms of any Receivables or otherwise communicate with the Account Debtors in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verificationsverifications and other communications. At any time and from time to time, after time during the existence of a Borrowing Base Reporting Period or following the occurrence and during the continuance of an Event of Default, Default upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging agings and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said such authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after during the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account collateral account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after any time and from time to time during the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s request, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisableadvisable (provided that, if no Default or Event of Default exists and is continuing, the Administrative Agent shall not contact any Governmental Authority with respect to any Receivable without the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed)), and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s 's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Administrative Agent's direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s 's request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right right, at any time after the occurrence and during the continuance of an Event of Default Default, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s 's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Administrative Agent's direction and control after the occurrence and during the continuance of an Event of Default, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s 's request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right At any time after the occurrence and during the continuance of an Event of Default Actionable Default, the Collateral Trustee shall have the right, but shall in no way be obligated to make test verifications of the Receivables that are included in the Collateral in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent Collateral Trustee may require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Actionable Default, upon the Administrative AgentCollateral Trustee’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Collateral Trustee or the Administrative Agent Agent, as agent for the Collateral Trustee, to furnish to the Collateral Trustee or the Administrative Agent Agent, as agent for the Collateral Trustee, as the case may be, reports showing reconciliations, aging and test verifications of, and trial balances for, the ReceivablesReceivables that are included in the Collateral. (b) The Administrative Agent hereby authorizes each Each Grantor to may collect such Grantor’s ReceivablesReceivables that are included in the Collateral, subject to the Collateral Trustee’s direction and control as defined in Section 5.13, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Administrative Agent Receivables and any Supporting Obligation, in each case, that are included in the Collateral and diligently exercise each material right it may have under any Receivable and any Supporting Obligation, in each case, that are included in the Collateral at its own expense; provided, however, that the Collateral Trustee may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultActionable Default as provided in Section 5.13. If required by the Administrative Agent Collateral Trustee at any time after the occurrence and during the continuance of an Event of Actionable Default, any payments of ReceivablesReceivables that are included in the Collateral, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Agent Collateral Trustee for the benefit of the Secured Parties if required, in a Collateral Account maintained under the sole dominion and control of the Administrative AgentCollateral Trustee, subject to withdrawal by the Administrative Agent Collateral Trustee for the account of the Lenders Secured Parties only as provided in Section 7.56.7, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables that are included in the Collateral shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, any time after the occurrence and during the continuance of an Event of Actionable Default, at the Collateral Trustee’s request, each Grantor shall deliver to the Administrative Agent Collateral Trustee all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables that are included in the Collateral, including, without limitation, including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s 's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging agings and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, and the Administrative Agent may curtail or terminate said such authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account collateral account maintained under the sole dominion and control of the Administrative Agent, subject for application to withdrawal by the Administrative Agent for the account of the Lenders only as provided Secured Obligations in accordance with Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, any time and from time to time after the occurrence and during the continuance of an Event of Default, at Administrative Agent's request, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right At any time after the occurrence and during the continuance of an Event of Default Actionable Default, the Collateral Trustee shall have the right, but shall in no way be obligated to make test verifications of the Receivables that are included in the Collateral in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent Collateral Trustee may require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Actionable Default, upon the Administrative Agent’s Collateral Trustee's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Collateral Trustee or the Administrative Agent Agent, as agent for the Collateral Trustee, to furnish to the Collateral Trustee or the Administrative Agent Agent, as agent for the Collateral Trustee, as the case may be, reports showing reconciliations, aging and test verifications of, and trial balances for, the ReceivablesReceivables that are included in the Collateral. (b) The Administrative Agent hereby authorizes each Each Grantor to may collect such Grantor’s Receivables's Receivables that are included in the Collateral, subject to the Collateral Trustee's direction and control as defined in Section 5.13, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Administrative Agent Receivables and any Supporting Obligation, in each case, that are included in the Collateral and diligently exercise each material right it may have under any Receivable and any Supporting Obligation, in each case, that are included in the Collateral at its own expense; provided, however, that the Collateral Trustee may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultActionable Default as provided in Section 5.13. If required by the Administrative Agent Collateral Trustee at any time after the occurrence and during the continuance of an Event of Actionable Default, any payments of ReceivablesReceivables that are included in the Collateral, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Agent Collateral Trustee for the benefit of the Secured Parties if required, in a Collateral Account maintained under the sole dominion and control of the Administrative AgentCollateral Trustee, subject to withdrawal by the Administrative Agent Collateral Trustee for the account of the Lenders Secured Parties only as provided in Section 7.56.7, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables that are included in the Collateral shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, any time after the occurrence and during the continuance of an Event of Actionable Default, at the Collateral Trustee's request, each Grantor shall deliver to the Administrative Agent Collateral Trustee all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables that are included in the Collateral, including, without limitation, including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right At any time and from time to time after the occurrence and during the continuance of an Event of Default Default, the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging agings and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said such authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account collateral account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, any time and from time to time after the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s request, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts. (d) Each Grantor hereby irrevocably authorizes and empowers the Administrative Agent, in the Administrative Agent’s sole discretion, at any time after the occurrence and during the continuance of an Event of Default, to assert, either directly or on behalf of such Grantor, any claim such Grantor may from time to time have against the sellers under or with respect to the Assigned Agreements and to receive and collect any and all damages, awards and other monies resulting therefrom and to apply the same to the Obligations. Each Grantor hereby irrevocably makes, constitutes and appoints the Administrative Agent as its true and lawful attorney in fact for the purpose of enabling the Administrative Agent to assert and collect such claims and to apply such monies in the manner set forth above, which appointment, being coupled with an interest, is irrevocable.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after After the occurrence and during the continuance of an Event of Default Default, (i) the Collateral Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Collateral Agent may require reasonably require, and shall reimburse the Collateral Agent for any and all expenses incurred by the Collateral Agent (subject to Section 12.05 of the Credit Agreement), in connection with such test verifications. At any time , and from time (ii) upon the Collateral Agent’s reasonable request (but no more often than two (2) times per year prior to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request ) and at the expense of the relevant Grantor, such Grantor shall promptly cause independent public accountants or others reasonably satisfactory to the Administrative Collateral Agent to furnish to the Administrative Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two one (1) Business DaysDay) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.4, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and benefit of the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Collateral Agent’s request, request after the occurrence and during the continuance of an Event of Default, each Grantor shall promptly deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of If an Event of Default to make test verifications of the Receivables in any manner shall have occurred and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Defaultbe continuing, upon the Administrative Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two five Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of If an Event of DefaultDefault has occurred and be continuing, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Subject to the terms of the Intercreditor Agreements, the Administrative Agent (or its designee) shall have the right after to communicate with obligors under the occurrence Receivables and during parties to the continuance of an Event of Default Contracts and the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent (or its designee) may require in connection with such test verifications; provided that, unless an Event of Default shall have occurred and be continuing, (i) such Grantor shall only be required to provide such information once in any twelve (12) month period; provided further that, the Administrative Agent shall be permitted to conduct one additional test verification during such time in which Excess Availability is less than the greater of (A) 15.0% of the Line Cap and (B) $13,000,000, and (ii) (A) the Administrative Agent shall communicate with obligors under the Receivables and parties to the Contracts and conduct verifications only during field examinations conducted pursuant to the Credit Agreement and (B) Grantor shall have the right to be present during any such communications and verifications. At Subject to the terms of the Intercreditor Agreements, at any time and from time to time, after the occurrence and time during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Subject to the terms of the Intercreditor Agreements, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and provided that the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If Subject to the terms of the Intercreditor Agreements, if required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit; provided that all funds in such Collateral Account shall be promptly released to the Grantors upon the cure or waiver of all such Events of Default. (c) At Subject to the Administrative Agent’s requestterms of the Intercreditor Agreements, after the occurrence and during the continuance of an Event of DefaultDefault and at the Administrative Agent’s reasonable request, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent Purchaser at any time shall (or its agents or designees) at the expense of Grantors, have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent Purchaser may reasonably require in connection with such test verifications, including without limitation, Purchaser shall have the right to verify with any Account Debtor or any other Person, the validity, amount or any other matter rating to any Receivables, or any other Accounts. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative AgentPurchaser’s request and at the expense of the relevant GrantorGrantors, such Grantor Grantors shall cause independent public accountants or others other auditors satisfactory to the Administrative Agent Purchaser to furnish to the Administrative Agent Purchaser reports showing reconciliations, aging agings and test verifications of, and trial balances for, the Receivables.; provided, that so long as no Event of Default has occurred and is continuing, Grantors shall only be responsible for the expenses incurred by such accountants and auditors two (2) times during any calendar year.1 (b) The Administrative Agent Purchaser hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent Purchaser may curtail or terminate said such authority at any time after upon the occurrence and during the continuance of an Event of Default. If required requested by the Administrative Agent Purchaser at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Agent Purchaser if required, in a Collateral Account collateral account maintained under the sole dominion and control of the Administrative AgentPurchaser, subject to withdrawal by the Administrative Agent for the account of the Lenders Purchaser only as provided in Section 7.56.6, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersPurchaser, segregated from other the funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agentany time upon Purchaser’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent Purchaser all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts. Notwithstanding the foregoing, Grantor shall be required to provide copies of such items prior to the occurrence of an Event of Default, and originals of such items after the occurrence of an Event of Default. 1 Note: NPA to specifically provide that monthly Borrowing Base work/analysis by the third party examiner engaged by the Purchaser is subject to reimbursement by Borrower.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of annually (or, if an Event of Default has occurred and is continuing, at any time) to make test verifications of the Receivables required to be included in Collateral in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to timeAnnually (or, after the occurrence and during the continuance of if an Event of DefaultDefault has occurred and is continuing, at any time), upon the Administrative Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall use commercially reasonable efforts to cause independent public accountants or others other satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the such Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, Receivables required to be included in Collateral and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of such Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent if required, in a collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders other Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lendersother Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables required to be included in Collateral shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At If an Event of Default has occurred and is continuing, at the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents document evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables required to be included in Collateral, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right right, at any time after the occurrence and during the continuance of an Event of Default Default, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, at any time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes After the occurrence and during the continuance of an Event of Default, each Grantor to shall collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Defaulttime. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two five Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, any time after the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s request, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after After the occurrence and during the continuance of a Default or an Event of Default and after prior notice of such action to make test verifications of each applicable Grantor, the Administrative Agent shall have the right to verify the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an time (but no more than once per calendar year unless a default or Event of DefaultDefault has occurred and is continuing), upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right At any time after the occurrence and during the continuance of a Default or an Event of Default Default, the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, time upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent internally prepared reports showing reconciliations, aging and aging, test verifications of, and trial balances for, the ReceivablesReceivables and any other information required by the Credit Agreement. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two five Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, request at any time after the occurrence and during the continuance of a Default or an Event of Default, each Grantor shall deliver to the Administrative Agent all existing original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Canadian Collateral Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables (which verifications shall be in the name of the applicable Grantor only unless a Default or Event of Default exists and is continuing) in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Canadian Collateral Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an a Default or Event of Default, upon the Administrative Canadian Collateral Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Canadian Collateral Agent to furnish to the Administrative Canadian Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Canadian Collateral Agent hereby authorizes each Grantor to collect such Grantor’s ReceivablesReceivables and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and diligently exercise each material right it may have under any Receivable at its own expense; provided, and however, that the Administrative Canadian Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Canadian Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Canadian Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Canadian Collateral Agent, subject to withdrawal by the Administrative Canadian Collateral Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, any time after the occurrence and during the continuance of an Event of Default, at the Canadian Collateral Agent’s request, each Grantor shall deliver to the Administrative Canadian Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, is commercially reasonable and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s 's request and at the expense (but, so long as no Event of Default shall have occurred and be continuing, for only one such report per year) of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Administrative Agent's direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s 's request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.the

Certain Matters Relating to Receivables. During At any Full Security Period,time during the occurrence and continuation of an Event of Default: (a) The Administrative Collateral Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Collateral Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Collateral Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause its independent public accountants or others reasonably satisfactory to the Administrative Collateral Agent to furnish to the Administrative Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Collateral Agent’s direction and control, and the Administrative Collateral Agent may curtail or terminate said authority at any time after during the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after during the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.05, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Collateral Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right right, at any time and from time to time after the occurrence and during the continuance of an Event of Default Default, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s 's reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Administrative Agent's direction and control after the occurrence and during the continuance of an Event of Default, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, any time and from time to time after the occurrence and during the continuance of an Event of Default, at the Administrative Agent's request, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts. (d) At any time after the occurrence and during the continuance of an Event of Default, each Grantor will cooperate with the Administrative Agent to establish a system of lockbox accounts, under the sole dominion and control of the Administrative Agent, into which all Receivables shall be paid and from which all collected funds will be transferred to a Collateral Account.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Second Lien Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, and the Second Lien Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an a Second Lien Event of Default. If required by the Second Lien Administrative Agent at any time after the occurrence and during the continuance of an a Second Lien Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Second Lien Administrative Agent if required, in a Collateral Account maintained under over which the sole dominion and control of the Second Lien Administrative AgentAgent has control, subject to withdrawal by the Second Lien Administrative Agent for the account of the Lenders Second Lien Secured Parties only as provided in Section 7.58.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Second Lien Administrative Agent and the Lendersother Second Lien Secured Parties, segregated from other funds of such Grantor. Each After the occurrence of a Second Lien Event of Default, each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) At the Second Lien Administrative Agent’s 's request, after the occurrence and during the continuance of an a Second Lien Event of Default, Default each Grantor shall deliver to the Second Lien Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receiptsreceipts and permit any of the Second Lien Administrative Agent's officers, employees or agents, at any time or times, in the name of the Second Lien Administrative Agent, any designee of the Second Lien Administrative Agent or the Borrower, to confirm the validity, amount or any other matter relating to Receivables by mail, telephone, electronic communication, personal inspection or otherwise. The Borrower shall cooperate fully with the Second Lien Administrative Agent in an effort to facilitate and promptly conclude any such process.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right right, at any time after the occurrence and during the continuance of an Event of Default Default, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. At any time and from time to time, time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control after the occurrence and during the continuance of an Event of Default, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders Secured Parties only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the LendersSecured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, any time after the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s request, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts. (d) At any time after the occurrence and during the continuance of an Event of Default, each Grantor will cooperate with the Administrative Agent to establish a system of lockbox accounts, under the sole dominion and control of the Administrative Agent, into which all Receivables shall be paid and from which all collected funds will be transferred to a Collateral Account.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any reasonable manner and through any reasonable medium that it reasonably considers advisable(after consultation with the Borrower), and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s 's request (which request shall be limited to one request per Grantor each fiscal year, unless otherwise consented to by the relevant Grantor (such consent not to be unreasonably withheld or delayed); PROVIDED that if an Event of Default has occurred and is continuing, such limitation on the Administrative Agent's ability to make such request shall not be applicable) and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Administrative Agent's direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s 's reasonable request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent copies of all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, copies of all original orders, invoices and shipping receipts. Originals of such documents shall be provided if necessary, in the reasonable discretion of the Administrative Agent, upon the request of the Administrative Agent.

Certain Matters Relating to Receivables. During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s 's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Agent's direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s 's request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.