Common use of Certain Matters Relating to Receivables Clause in Contracts

Certain Matters Relating to Receivables. (a) So long as a Notice of Acceleration is in effect, the Collateral Trustee shall have the right, with written notice to the Company, to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreement, and each Grantor shall furnish all such assistance and information as the Collateral Trustee may reasonably require in connection with such test verifications. (b) The Collateral Trustee hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Collateral Trustee may pursuant to a written notice to the Company curtail or terminate said authority at any time when a Notice of Acceleration is in effect. If required by the Collateral Trustee at any time while a Notice of Acceleration is in effect, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within five Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee if required, in the Collateral Account, subject to withdrawal by the Collateral Trustee for the account of the Secured Parties only as provided in Section 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee and the Secured Parties, segregated from other funds of such Grantor. (c) When a Notice of Acceleration is in effect, at the Collateral Trustee’s request pursuant to a written notice to the Company, each Grantor shall deliver to the Collateral Trustee all original and other documents in its possession or control evidencing, and relating to, the agreements and transactions that gave rise to the Receivables, as the Collateral Trustee shall reasonably request.

Certain Matters Relating to Receivables. (a) So long as a Notice Subject to applicable law and contractual rights, if any, in each case relating to confidentiality, at any time after the occurrence and during the continuance of Acceleration is in effectan Event of Default during any field examination permitted under the Credit Agreement, the Collateral Trustee Administrative Agent shall have the right, with written notice to the Company, right to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreementany manner and through any medium that it reasonably considers advisable, and each Grantor in the name of such Grantor shall furnish all such assistance and information as the Collateral Trustee Administrative Agent may reasonably require in connection with such test verifications. (b) The Collateral Trustee Administrative Agent hereby authorizes each Grantor to collect such Grantor’s ReceivablesReceivables (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law), and the Collateral Trustee may pursuant to a written notice to Administrative Agent may, or upon the Company request of the Required Lenders, the Administrative Agent shall, curtail or terminate said authority at any time when a Notice after the occurrence and during the continuance of Acceleration is an Event of Default under Sections 8(a) or (f) of the Credit Agreement. Except as set forth in effect. If required by the Collateral Trustee Section 6.1(c), at any time while a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default under Sections 8(a) or (f) of the Credit Agreement, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, require any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within five two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Trustee Administrative Agent if required, in a Collateral Account maintained under the Collateral Accountsole dominion and control of the Administrative Agent as collateral security for such Grantor’s Obligations, subject to withdrawal by the Collateral Trustee Administrative Agent for the account of the Secured Parties in payment of such Grantor’s Obligations only as provided in Section 5.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Notwithstanding anything to the contrary herein, the Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor without assigning the assets and goodwill of the business associated therewith and any such assignment shall be null and void. 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) When If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, (1) any payments of Receivables (other than Receivables subject to Retained Rights) shall be directed by the applicable Grantor or the Administrative Agent to be sent directly to a Notice lockbox address designated by the Administrative Agent and daily deposited into a lockbox account at the Administrative Agent under the sole dominion and control of Acceleration is the Administrative Agent, and (2) the applicable Grantor shall cause any payments of Government Receivables subject to Retained Rights, when collected by any Grantor, to be forthwith (and, in effectany event, within two Business Days) deposited by such Grantor into a separate deposit account (the “Government Receivables Account”) under the dominion and control of the Grantor, for which such Grantor shall have delivered a standing direction to the depository holding such applicable Government Receivables Account, directing it to sweep cash proceeds of such Receivables daily and to wire and deposit the same into the Collateral Account specified in Section 6.1(b) above, all to the extent not prohibited by applicable law. It shall be an Event of Default under the Credit Agreement if any Grantor changes such standing direction. Each such deposit of Proceeds of Receivables subject to Retained Rights deposited in the Government Receivables Account shall be accompanied by a report delivered to the Administrative Agent within two Business Days after the deposit thereof into the Government Receivables Account, identifying in reasonable detail the nature and source of the payments included in such deposit. (d) Upon the occurrence and during the continuance of an Event of Default, at the Collateral TrusteeAdministrative Agent’s request pursuant to a written notice to the Companyreasonable request, each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other copies of (or originals to the extent deemed necessary by the Administrative Agent) all material documents in its possession or control evidencing, and relating to, the agreements and transactions that which gave rise to the ReceivablesReceivables of such Grantor, as including, without limitation, copies of (or originals to the Collateral Trustee shall reasonably requestextent deemed necessary by the Administrative Agent) all orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) So long as a Notice of Acceleration is in effect, the Collateral Trustee shall have the right, with written notice to the Company, to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreement, and each Grantor shall furnish all such assistance and information as the Collateral Trustee may reasonably require in connection with such test verifications. (b) The Collateral Trustee Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject, following the occurrence and during the Collateral Trustee may pursuant to a written notice continuance of an Event of Default, to the Company 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 in the ordinary course of business consistent with past practice; provided, however, that the Administrative Agent may curtail or terminate said authority at any time when a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default. If required by the Collateral Trustee Administrative Agent at any time while a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within five two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Trustee Administrative Agent if required, in a Collateral Account maintained under the Collateral Accountsole dominion and control of the Administrative Agent, subject to withdrawal by the Collateral Trustee Administrative Agent for the account of the Secured Parties only as provided in Section 5.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee and the Secured Parties, segregated from other funds of such Grantor. (cb) When a Notice Following the occurrence and during the continuance of Acceleration is in effectan Event of Default, at the Collateral Trustee’s request pursuant to a written notice to the CompanyAdministrative Agent's request, each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other documents in its possession or control evidencing, and relating to, the agreements and transactions that which gave rise to the ReceivablesReceivables that are included in the Collateral, as the Collateral Trustee shall reasonably requestincluding all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) So long as a Notice of Acceleration is in effect, the Collateral Trustee shall have the right, with written notice to the Company, to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreement, and each Grantor shall furnish all such assistance and information as the Collateral Trustee may reasonably require in connection with such test verifications. (b) The Collateral Trustee Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, Receivables and the Collateral Trustee Administrative Agent may pursuant to a written notice to the Company curtail or terminate said authority at any time when a Notice after an unwaived Event of Acceleration is in effectDefault that has not been cured within the applicable cure period, if any. If required by the Collateral Trustee Administrative Agent at any time while a Notice after an unwaived Event of Acceleration is in effectDefault that has not been cured within the applicable cure period, if any, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within five two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee Administrative Agent if required, in a Collateral Account over which the Collateral AccountAdministrative Agent has control, subject to withdrawal by the Collateral Trustee Administrative Agent for the account of the Secured Parties only as provided in Section 5.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. After an unwaived Event of Default that has not been cured within the applicable cure period, if any, 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) When a Notice At the Administrative Agent’s request, after the occurrence of Acceleration is in effect, at the Collateral Trustee’s request pursuant to a written notice to the Company, an Event of Default each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other documents in its possession or control evidencing, and relating to, the agreements and transactions that which gave rise to the Receivables, as the Collateral Trustee shall reasonably requestincluding, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) So long as a Notice of Acceleration is in effectAt any time and from time to time, the Collateral Trustee Administrative Agent in such Grantor's name or, following the occurrence and during the continuance of an Event of Default, in its own name or in the name of others, shall have the right, with written notice to the Company, right to make test verifications of the existence, amount and terms of any Receivables or otherwise communicate with obligors under the Receivables in accordance with Section 5.2(a) of this Agreementany manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Trustee Administrative Agent may reasonably require in connection with such test verificationsverifications and other communications. At any time and from time to time, 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, agings and test verifications of, and trial balances for, the Receivables. (b) The Collateral Trustee Administrative Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, and the Collateral Trustee Administrative Agent may pursuant to a written notice to the Company curtail or terminate said such authority at any time when a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default. If required by the Collateral Trustee at any time while a Notice of Acceleration is in effect, any Any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within five 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Trustee Administrative Agent if required, in required into the Collateral Agent Account, subject to withdrawal by the Collateral Trustee for the account of the Secured Parties only as provided in Section 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee Administrative Agent and the Secured PartiesLenders, segregated from other funds of such Grantor. (c) When a Notice At any time and from time to time after the occurrence and during the continuance of Acceleration is in effectan Event of Default, at the Collateral Trustee’s request pursuant to a written notice to the CompanyAdministrative Agent's request, each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other documents in its possession or control evidencing, and relating to, the agreements and transactions that which gave rise to the Receivables, as the Collateral Trustee shall reasonably requestincluding all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) So long as a Notice of Acceleration is in effect, the Collateral Trustee The Administrative Agent shall have the right, with written notice to the Company, right to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreementany manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Trustee Administrative Agent may reasonably require in connection with such test verifications. (b) The Collateral Trustee Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control, and the Collateral Trustee Administrative Agent may pursuant to a written notice to the Company curtail or terminate said authority at any time when a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default. If required by the Collateral Trustee Administrative Agent at any time while a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within five two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee Administrative Agent if required, in a Collateral Account maintained under the Collateral Accountsole dominion and control of the Administrative Agent, subject to withdrawal by the Collateral Trustee Administrative Agent for the account of the Secured Parties Persons only as provided in Section 5.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee Administrative Agent and the other Secured PartiesPersons, 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) When a Notice of Acceleration is in effect, at At the Collateral TrusteeAdministrative Agent’s request pursuant to a written notice to at any time after the Companyoccurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other documents in its possession or control evidencing, and relating to, the agreements and transactions that which gave rise to the ReceivablesReceivables payable to such Grantor, as the Collateral Trustee shall reasonably requestincluding, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) So long as a Notice At any time and from time to time after the occurrence and during the continuance of Acceleration is in effectan Event of Default, the Collateral Trustee Agent shall have the right, with written notice to the Company, right to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreementany manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Trustee 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 Agent's request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to Agent to furnish to Agent reports showing reconciliations, agings and test verifications of, and trial balances for, the Receivables. (b) The Collateral Trustee Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, and the Collateral Trustee Agent may pursuant to a written notice to the Company curtail or terminate said such authority at any time when a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default. If required by the Collateral Trustee Agent at any time while a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within five two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee Agent if required, in a collateral account maintained under the Collateral Accountsole dominion and control of Agent, subject for application to withdrawal by the Collateral Trustee for the account of the Secured Parties only as provided Liabilities in accordance with Section 5.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee Agent and the Secured PartiesLenders, 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) When a Notice At any time and from time to time after the occurrence and during the continuance of Acceleration is in effectan Event of Default, at the Collateral Trustee’s request pursuant to a written notice to the CompanyAgent's request, each Grantor shall deliver to the Collateral Trustee Agent all original and other documents in its possession or control evidencing, and relating to, the agreements and transactions that which gave rise to the Receivables, including all original orders, invoices and shipping receipts. (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, 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 Liabilities in accordance with Section 6.5. Each Grantor hereby irrevocably makes, constitutes and appoints Agent as its true and lawful attorney in fact for the Collateral Trustee shall reasonably requestpurpose of enabling 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. (a) So long as a Notice At any time and from time to time after the occurrence and during the continuance of Acceleration is in effectan Event of Default, the Collateral Trustee Agent shall have the right, with written notice to the Company, right to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreementany manner and through any medium that it reasonably considers advisable, and each Grantor Loan Party shall furnish all such assistance and information as the Collateral Trustee 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 Agent’s request and at the expense of the relevant Loan Party, such Loan Party shall cause independent public accountants or others satisfactory to the Agent to furnish to the Agent reports showing reconciliations, agings and test verifications of, and trial balances for, the Receivables. (ba) The Collateral Trustee Agent hereby authorizes each Grantor Loan Party to collect such GrantorLoan Party’s Receivables, and the Collateral Trustee Agent may pursuant to a written notice to the Company curtail or terminate said such authority at any time when a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default. If required by the Collateral Trustee Agent at any time while a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default, any payments of Receivables, when collected by any GrantorLoan Party, (i) shall be forthwith (and, in any event, within five 2 Business Days) deposited by such Grantor Loan Party in the exact form received, duly indorsed by such Grantor Loan Party to the Collateral Trustee Agent if required, in a collateral account maintained under the Collateral Accountsole dominion and control of the Agent, subject to withdrawal by the Collateral Trustee Agent for the its own account of the Secured Parties only as provided in Section 5.58.7, and (ii) until so turned over, shall be held by such Grantor Loan Party in trust for the Collateral Trustee and the Secured PartiesAgent, segregated from other funds of such GrantorLoan Party. 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) When a Notice At any time and from time to time after the occurrence and during the continuance of Acceleration is in effectan Event of Default, at the Collateral TrusteeAgent’s request pursuant to a written notice to the Companyrequest, each Grantor Loan Party shall deliver to the Collateral Trustee Agent all original and other documents in its possession or control evidencing, and relating to, the agreements and transactions that which gave rise to the Receivables, as the Collateral Trustee shall reasonably requestincluding all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) So long as a Notice At any time after the occurrence and during the continuance of Acceleration is in effect, an Event of Default (i) the Collateral Trustee Administrative Agent shall have the right, with written notice to the Company, right to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreementany manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Trustee Administrative Agent may reasonably require in connection with such test verificationsverifications and (ii) 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 Collateral Trustee At any time after the occurrence and during the continuance of an Event of Default, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control, and the Collateral Trustee Administrative Agent may pursuant to a written notice to the Company curtail or terminate said authority at any time when a Notice after the occurrence and during the continuance of Acceleration is in effectsuch Event of Default. If required by the Collateral Trustee Administrative Agent at any time while a Notice after the occurrence and during the continuance of Acceleration is in effectsuch Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within five two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee Administrative Agent if required, in a Collateral Account maintained under the Collateral Accountsole dominion and control of the Administrative Agent, subject to withdrawal by the Collateral Trustee Administrative Agent for the account of the Secured Parties only as provided in Section 5.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee and 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) When a Notice of Acceleration is in effect, at the Collateral Trustee’s request pursuant to a written notice to the Company, each Grantor shall deliver to the Collateral Trustee all original and other documents in its possession or control evidencing, and relating to, the agreements and transactions that gave rise to the Receivables, as the Collateral Trustee shall reasonably request.

Certain Matters Relating to Receivables. (a) So long as a Notice At any time during the continuance of Acceleration is in effectan Event of Default, upon the CDN Administrative Agent's reasonable request at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the CDN Administrative Agent to furnish to the CDN Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Collateral Trustee shall have the right, with written notice to the Company, to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreement, and each Grantor shall furnish all such assistance and information as the Collateral Trustee may reasonably require in connection with such test verificationsReceivables. (b) The Collateral Trustee hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Collateral Trustee may pursuant to a written notice to the Company curtail or terminate said authority at any time when a Notice of Acceleration is in effect. If required by the Collateral Trustee CDN Administrative Agent at any time while a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default under Section 8(a) or 8(f) of the Credit Agreement, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within five two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Trustee CDN Administrative Agent if required, in a Collateral Account maintained under the Collateral Accountsole dominion and control of the CDN Administrative Agent, subject to withdrawal by the Collateral Trustee CDN Administrative Agent for the account of the Secured Parties CDN Administrative Agent, the Administrative Agent and the CDN Lenders only as provided in Section 5.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee CDN Administrative Agent, the Administrative Agent and the Secured PartiesCDN 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) When a Notice If an Event of Acceleration Default has occurred and is in effect, continuing and at the Collateral Trustee’s request pursuant to a written notice to the CompanyCDN Administrative Agent's request, each Grantor shall deliver to the Collateral Trustee CDN Administrative Agent all original and other documents in its possession or control evidencing, and relating to, the agreements and transactions that which gave rise to the Receivables, as the Collateral Trustee shall reasonably requestincluding, without limitation, all orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) So long as a Notice of Acceleration is in effect, the Collateral Trustee shall have the right, with written notice to the Company, to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreement, and each Grantor shall furnish all such assistance and information as the Collateral Trustee may reasonably require in connection with such test verifications. (b) The Collateral Trustee Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject, following the occurrence and during the Collateral Trustee may pursuant to a written notice continuance of an Event of Default, to the Company 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 in the ordinary course of business consistent with past practice; provided, however, that the Administrative Agent may curtail or terminate said authority at any time when a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default. If required by the Collateral Trustee Administrative Agent at any time while a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within five two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Trustee Administrative Agent if required, in a Collateral Account maintained under the Collateral Accountsole dominion and control of the Administrative Agent, subject to withdrawal by the Collateral Trustee Administrative Agent for the account of the Secured Parties only as provided in Section 5.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee and the Secured Parties, segregated from other funds of such Grantor. (ca) When a Notice Following the occurrence and during the continuance of Acceleration is in effectan Event of Default, at the Collateral TrusteeAdministrative Agent’s request pursuant to a written notice to the Companyrequest, each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other documents in its possession or control evidencing, and relating to, the agreements and transactions that which gave rise to the ReceivablesReceivables that are included in the Collateral, as the Collateral Trustee shall reasonably requestincluding all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) So long as a Notice of Acceleration is in effect, the Collateral Trustee shall have the right, with written notice to the Company, to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreement, and each Grantor shall furnish all such assistance and information as the Collateral Trustee may reasonably require in connection with such test verifications. (b) The Collateral Trustee 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 Collateral Trustee Receivables and any Supporting Obligation and diligently exercise each material right it may pursuant to a written notice to have under any Receivable and any Supporting Obligation, in each case, at its own expense; provided, however, that the Company Administrative Agent may curtail or terminate said authority at any time when a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default. If required in writing by the Collateral Trustee Administrative Agent at any time while a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default, any payments of Receivables, when collected by any such Grantor, (i) shall be forthwith promptly (and, in any event, within five two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Trustee Administrative Agent if required, in a Collateral Account maintained under the Collateral Accountsole dominion and control of the Administrative Agent, subject to withdrawal by the Collateral Trustee Administrative Agent for the account of the Secured Parties only as provided in Section 5.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee and the Secured Parties, segregated from other funds fund of such Grantor. (cb) When a Notice At the Administrative Agent’s reasonable request after the occurrence and during the continuance of Acceleration is in effect, at the Collateral Trustee’s request pursuant to a written notice to the Companyany Event of Default, each Grantor shall deliver to the Collateral Trustee all Administrative Agent any original and other documents in its possession Documents, Instruments or control evidencing, and relating to, the agreements and transactions that gave Chattel Paper giving rise to the Receivables, as Receivables that are included in the Collateral Trustee shall reasonably requestCollateral.

Certain Matters Relating to Receivables. (a) So long as a Notice At any time after the occurrence and during the continuance of Acceleration is in effectan Event of Default, the Collateral Trustee Agent shall have the right, with written notice to the Company, right to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreementany manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Trustee Agent may reasonably require request in connection with such test verifications. (b) The Collateral Trustee Each Grantor hereby authorizes each Grantor agrees to continue to collect all amounts due or to become due to such Grantor’s ReceivablesGrantor under the Receivables and any Supporting Obligation in respect thereof and diligently exercise each material right it may have under any Receivable and any such Supporting Obligation, and in each case, at its own expense consistent with its reasonable business judgment; provided, however, that the Collateral Trustee Agent may pursuant to a written notice to the Company curtail or terminate said authority at any time when a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default. If required by the Collateral Trustee Agent at any time while a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within five two (2) Business DaysDays (or such later date as the Agent may agree)) be deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Trustee Agent if required, in a Collateral Account maintained under the Collateral Accountsole dominion and control of the Agent, subject to withdrawal by the Collateral Trustee Agent for the account of the Note Secured Parties only as provided in Section 5.55.4, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee and the Note 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) When a Notice If an Event of Acceleration Default has occurred and is in effectcontinuing, at the Collateral TrusteeAgent’s request pursuant to a written notice to the Companyrequest, each Grantor shall deliver to the Collateral Trustee Agent all original and other documents in its possession or control evidencing, and relating to, the agreements and transactions that which gave rise to the Receivables, as the Collateral Trustee shall reasonably requestincluding, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) So long as a Notice of Acceleration is in effect, the Collateral Trustee The Agent shall --------------------------------------- have the right, with written notice to the Company, right to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreementany manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Trustee Agent may reasonably require in connection with such test verifications. At any time and from time to time, upon the 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 Agent to furnish to the Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Collateral Trustee Agent hereby authorizes each Grantor to collect such Grantor’s Receivables's Receivables (or enter into arrangements with a third party for such collection), subject to the Agent's reasonable direction and control and the Collateral Trustee Agent may pursuant to a written notice to the Company curtail or terminate said authority at any time when a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default. If required by the Collateral Trustee Agent at any time while a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within five two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee Agent if required, in a Collateral Account maintained under the Collateral Accountsole dominion and control of the Agent, subject to withdrawal by the Collateral Trustee Agent for the account of the Secured Parties Lenders only as provided in Section 5.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee Agent and the Secured PartiesLenders, 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) When a Notice of Acceleration is in effect, at At the Collateral Trustee’s request pursuant to a written notice to the CompanyAgent's request, each Grantor shall deliver to the Collateral Trustee Agent all original and other documents in its possession or control evidencing, and relating to, the agreements and transactions that which gave rise to the Receivables, as the Collateral Trustee shall reasonably requestincluding, without limitation, all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) So long as a Notice of Acceleration is in effect, the The Pari Passu Collateral Trustee shall have the right, with written notice to the Company, to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreement, and each Grantor shall furnish all such assistance and information as the Collateral Trustee may reasonably require in connection with such test verifications. (b) The Collateral Trustee 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 and exercise each right it may have under any Receivable and any such Supporting Obligation, and in each case, at its own expense; provided, however, that the Pari Passu Collateral Trustee Agent, at the direction of the Applicable Required Lenders, may pursuant to a written notice to the Company curtail or terminate said authority at any time when a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default. If required by the Pari Passu Collateral Trustee Agent, at the direction of the Applicable Required Lenders, at any time while a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default under Section 8.1(a) or 8.1(f) of the Credit Agreement, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith promptly (and, in any event, within five two (2) Business Days) be deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Pari Passu Collateral Trustee Agent if required, in a Collateral Account maintained under the sole dominion and control of the Pari Passu Collateral AccountAgent, subject to withdrawal by the Pari Passu Collateral Trustee Agent for the account of the Secured Parties only as provided in Section 5.56.6, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee and the Secured Parties, segregated from other funds of such Grantor. (c) When a Notice of Acceleration is in effect, at the Collateral Trustee’s request pursuant to a written notice to the Company, each Grantor shall deliver to the Collateral Trustee all original and other documents in its possession or control evidencing, and relating to, the agreements and transactions that gave rise to the Receivables, as the Collateral Trustee shall reasonably request.

Certain Matters Relating to Receivables. (a) So long as a Notice of Acceleration is in effect, the Collateral Trustee shall have the right, with written notice to the Company, to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreement, and each Grantor shall furnish all such assistance and information as the Collateral Trustee may reasonably require in connection with such test verifications. (b) The Collateral Trustee Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject, following the occurrence and during the Collateral Trustee may pursuant to a written notice continuance of an Event of Default, to the Company 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 in the ordinary course of business consistent with past practice; provided, however, that the Administrative Agent may curtail or terminate said authority at any time when a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default. If required by the Collateral Trustee Administrative Agent at any time while a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within five two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Trustee Administrative Agent if required, in a Collateral Account maintained under the Collateral Accountsole dominion and control of the Administrative Agent, subject to withdrawal by the Collateral Trustee Administrative Agent for the account of the Secured Parties only as provided in Section 5.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee and the Secured Parties, segregated from other funds of such Grantor. (cb) When a Notice Following the occurrence and during the continuance of Acceleration is in effectan Event of Default, at the Collateral TrusteeAdministrative Agent’s request pursuant to a written notice to the Companyrequest, each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other documents in its possession or control evidencing, and relating to, the agreements and transactions that which gave rise to the ReceivablesReceivables that are included in the Collateral, as the Collateral Trustee shall reasonably requestincluding all original orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) So long as a Notice After the occurrence of Acceleration is in effectand during the continuation of an Event of Default, the Collateral Trustee Administrative Agent shall have the right, with written notice to the Company, right to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreementany manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Trustee Administrative Agent may reasonably require in connection with such test verifications. After the occurrence of and during the continuation of an Event of Default, at any time and from time to 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 reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Collateral Trustee hereby authorizes each Each Grantor shall continue to collect such Grantor’s Receivables, and 's Receivables in the Collateral Trustee may pursuant to a written notice to the Company curtail manner deemed necessary or terminate said authority at any time when a Notice of Acceleration is in effectadvisable by such Grantor. If required by the Collateral Trustee Administrative Agent at any time while a Notice after the occurrence and during the continuation of Acceleration is in effectan Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within five two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee Administrative Agent if required, in a Collateral Account maintained under the Collateral Accountsole control of the Administrative Agent, subject to withdrawal by the Collateral Trustee Administrative Agent for the account of the Secured Parties only as provided in Section 5.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee and 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) When a Notice of Acceleration is in effect, at the Collateral Trustee’s request pursuant to a written notice to the Company, each Grantor shall deliver to the Collateral Trustee all original and other documents in its possession or control evidencing, and relating to, the agreements and transactions that gave rise to the Receivables, as the Collateral Trustee shall reasonably request.

Certain Matters Relating to Receivables. (a) So long as a Notice Subject to applicable law and contractual rights, if any, in each case relating to confidentiality, at any time after the occurrence and during the continuance of Acceleration is in effectan Event of Default, during any field examination permitted under the Credit Agreement, the Collateral Trustee Administrative Agent shall have the right, with written notice to the Company, right to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreementany manner and through any medium that it reasonably considers advisable, and each Grantor in the name of such Grantor shall furnish all such assistance and information as the Collateral Trustee Administrative Agent may reasonably require in connection with such test verifications. (b) The Collateral Trustee Administrative Agent hereby authorizes each Grantor to collect such Grantor’s ReceivablesReceivables (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law), and the Collateral Trustee may pursuant Administrative Agent may, subject to a written notice to Section 7.4, with the Company consent of the Required Lenders, or upon the request of the Required Lenders, the Administrative Agent shall, curtail or terminate said authority at any time when a Notice after the occurrence and during the continuance of Acceleration is an Event of Default under Sections 8(a) or (f) of the Credit Agreement. Except as set forth in effect. If required by the Collateral Trustee Section 6.1(c), at any time while a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default under Sections 8(a) or (f) of the Credit Agreement, subject to Section 7.4, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, require any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within five two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Trustee Administrative Agent if required, in a Collateral Account maintained under the Collateral Accountsole dominion and control of the Administrative Agent as collateral security for such Grantor’s Obligations, subject to withdrawal by the Collateral Trustee Administrative Agent for the account of the Secured Parties in payment of such Grantor’s Obligations only as provided in Section 5.56.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee Administrative Agent and the other 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) When At any time after the occurrence and during the continuance of an Event of Default under Sections 8(a) or (f) of the Credit Agreement, the Administrative Agent may, subject to Section 7.4, with the consent of the Required Lenders, or upon the request of the Required Lenders, the Administrative Agent shall require that (1) any payments of Receivables (other than Receivables subject to Retained Rights) shall be directed by the applicable Grantor or the Administrative Agent to be sent directly to a Notice lockbox address designated by the Administrative Agent and daily deposited into a lockbox account at the Administrative Agent under the sole dominion and control of Acceleration is the Administrative Agent, and (2) the applicable Grantor shall cause any payments of Government Receivables subject to Retained Rights, when collected by any Grantor, to be forthwith (and, in effectany event, within two Business Days) deposited by such Grantor into a separate deposit account (the “Government Receivables Account”) under the dominion and control of the Grantor, for which such Grantor shall have delivered a standing direction to the depository holding such applicable Government Receivables Account, directing it to sweep cash proceeds of such Receivables daily and to wire and deposit the same into the Collateral Account specified in Section 6.1(b) above, all to the extent not prohibited by applicable law. It shall be an Event of Default under the Credit Agreement if any Grantor changes such standing direction. Each such deposit of Proceeds of Receivables subject to Retained Rights deposited in the Government Receivables Account shall be accompanied by a report delivered to the Administrative Agent within two Business Days after the deposit thereof into the Government Receivables Account, identifying in reasonable detail the nature and source of the payments included in such deposit. (d) Upon the occurrence and during the continuance of an Event of Default, at the Collateral TrusteeAdministrative Agent’s request pursuant to a written notice to the Companyreasonable request, each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other copies of (or originals to the extent deemed necessary by the Administrative Agent) all material documents in its possession or control evidencing, and relating to, the agreements and transactions that which gave rise to the ReceivablesReceivables of such Grantor, as including, without limitation, copies of (or originals to the Collateral Trustee shall reasonably requestextent deemed necessary by the Administrative Agent) all orders, invoices and shipping receipts.

Certain Matters Relating to Receivables. (a) So long as a Notice of Acceleration is in effect, the Collateral Trustee shall have the right, with written notice to the Company, to make test verifications of the Receivables in accordance with Section 5.2(a) of this Agreement, and each Grantor shall furnish all such assistance and information as the Collateral Trustee may reasonably require in connection with such test verifications. (b) The Collateral Trustee Administrative Agent hereby authorizes each Grantor to collect and retain for its own use such Grantor’s Receivables, Receivables and the Collateral Trustee Administrative Agent may pursuant to a written notice to the Company curtail or terminate said authority at any time when a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default. If required by the Collateral Trustee Administrative Agent at any time while a Notice after the occurrence and during the continuance of Acceleration is in effectan Event of Default, any payments of Receivables, when collected by any Grantor, (ixxviii) shall be forthwith (and, in any event, within five two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee Administrative Agent if required, in a Collateral Account maintained under the Collateral Accountsole dominion and control of the Administrative Agent, subject to withdrawal by the Collateral Trustee Administrative Agent for the account of the Secured Parties Lenders only as provided in Section 5.5, 6.05 and (iixxix) until so turned over, shall be held by such Grantor in trust for the Collateral Trustee Administrative Agent and the Secured PartiesLenders, 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) When a Notice of Acceleration is in effect, at At the Collateral TrusteeAdministrative Agent’s request pursuant to a written notice to the Companyrequest, each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other documents in its possession or control evidencing, and relating to, the agreements and transactions that which gave rise to the Receivables, as the Collateral Trustee shall reasonably requestincluding, without limitation, all original orders, invoices and shipping receipts.