Common use of Collection of Accounts Receivable; Management of Collateral Clause in Contracts

Collection of Accounts Receivable; Management of Collateral. (a) Until the Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Agent’s benefit and on the Agent’s behalf, but at the Loan Parties’ expense; such privilege shall terminate, at the election of the Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agent and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Collection Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties shall not commingle such collections with the Loan Parties’ own funds or the funds of any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. At the Agent’s election after the occurrence and during the continuance of an Event of Default, all funds received in the Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Agent’s Account for application at the end of each Business Day to reduce the then principal balance of the Term Loan, conditional upon final payment to the Agent. No checks, drafts or other instruments received by the Agent shall constitute final payment to the Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance of an Event of Default, the Loan Parties shall not, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except as permitted by Section 7.02(n). (c) Each Loan Party hereby appoints the Agent or its designee on behalf of the Agent as the Loan Parties’ attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Loan Party’s name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as the Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) The Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ account and to charge the Loan Parties therefor. The Loan Parties shall notify the Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. On or prior to September 7, 2003, the Loan Parties shall assist the Agent in (ai) establishing, and, during the term of this Agreement, maintaining one or more lockboxes in the name of the Agent and identified on Schedule 8.01 hereto (collectively, the "Lockboxes") with the financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Loan Parties and acceptable to the Agent in its sole discretion (each being referred to as a "Lockbox Bank"), and (ii) establishing, and during the term of this Agreement, maintaining an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name of the Agent with each Lockbox Bank. The Loan Parties shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Loan Parties, to remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment as directed by the Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Agent’s 's benefit and on the Agent’s 's behalf, but at the Loan Parties’ ' expense; such privilege shall terminate, at the election of the any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agent and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Collection Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties shall not commingle such collections with the Loan Parties’ ' own funds or the funds of any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. At The Agent shall charge the Agent’s election after Loan Account on the occurrence and during the continuance last day of an Event of Default, each month with two (2) collection days for all such collections. All funds received in the Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Agent’s 's Account for application at the end of each Business Day to reduce the then principal balance of the Term LoanLoans, conditional upon final payment to the Agent. No checks, drafts or other instruments received by the Agent shall constitute final payment to the Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance of an Event of Default, the Loan Parties shall not, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except as permitted by Section 7.02(n). (c) Each Loan Party hereby appoints the Agent or its designee on behalf of the Agent as the Loan Parties’ attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Loan Party’s name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as the Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) The Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ account and to charge the Loan Parties therefor. The Loan Parties shall notify the Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. The Loan Parties shall establish, and, during the term of this Agreement, maintain, as provided in Section 7.01(t)(i), one or more accounts in the United Kingdom, South Africa and Australia (aeach a "Collection Account" and collectively, the "Collection Accounts") with the financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Loan Parties and reasonably acceptable to the Administrative Agent (each being referred to as a "Collection Account Bank"; the United Kingdom, South Africa and Australia are referred to herein as the "Applicable Jurisdictions"). In the event that the aggregate amount of collections in Collection Accounts is less than 80% of the aggregate collections for all Account Debtors of the Loan Parties during any 10 week period, the Loan Parties shall establish additional Collection Accounts in other jurisdictions (the "Additional Jurisdictions") within 30 days so that at least 80% of the aggregate collections for all Account Debtors of the Loan Parties during any 10 week period shall be payable into Collection Accounts; provided, however, that such 10 week period shall not commence until after the time period for establishing Collection Accounts under Section 7.01(t) has expired. As provided in Section 7.01(t)(i), the Loan Parties shall irrevocably instruct their Account Debtors in the Applicable Jurisdictions and any Additional Jurisdiction, with respect to Accounts Receivable of the Loan Parties, to remit all payments to be made by checks or other drafts and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment ("ACH Payment") directly to the Collection Accounts. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent’s 's benefit and on the Administrative Agent’s 's behalf, but at the Loan Parties’ ' expense; such privilege shall terminate, at the election of the any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account DebtorsDebtors in the Applicable Jurisdictions and any Additional Jurisdiction (other than from any Account Debtors (x) domiciled or incorporated in Australia or (y) that are the Parent or any of its Subsidiaries), as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agent Agents and the Lenders and upon Lenders. Upon receipt by any Loan Party of the proceeds of any Accounts Receivable, such proceeds (i) shall be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Collection Account. Subject to Account and (ii) shall be included in the aggregate amount of collections in the Collection Accounts for purposes of the second sentence of this Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales)8.01. The Loan Parties shall not commingle such collections with the Loan Parties’ ' own funds or the funds of any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. At the Agent’s election after Upon the occurrence and during the continuance of an Event of Default or Default or any event or circumstance which the Administrative Agent reasonably believes in the exercise of its reasonable business judgment will result in a Event of Default, on any day on which any Loans are outstanding, all funds received in the Collection Account Accounts shall be sent by wire transfer or Automated Clearing House, Inc. payment ACH Payment to either the Administrative Agent's Account or to an account specified by the Administrative Agent (the "Concentration Account") for further transfer to the Administrative Agent’s Account 's Account, for application at the end of each Business Day to reduce the then principal balance of the Term LoanLoans, conditional upon final payment to the Administrative Agent. At all other times, the Administrative Agent shall direct that such funds on deposit in the Collection Accounts be transferred by wire transfer or ACH Payment to an account designated by the Administrative Borrower. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance of an Event of Default, the Loan Parties shall not, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except as permitted by Section 7.02(n). (c) Each Loan Party hereby appoints the Agent or its designee on behalf of the Agent as the Loan Parties’ attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Loan Party’s name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as the Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) The Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ account and to charge the Loan Parties therefor. The Loan Parties shall notify the Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. Subsection (a) is amended in its entirety to read as follows: "Avado has established and at all times shall maintain concentration accounts (the "Concentration Accounts") at the Concentration Account Bank and shall promptly deposit, and shall cause each of the Borrowers and their Subsidiaries promptly to deposit, all Collections received by the Borrowers or any of their Subsidiaries from any source, and in any event no later than the second Business Day after the date of receipt thereof (excluding cash retained at locations in accordance with customary practice) into regional bank accounts. Promptly, and in any event no later than the second Business Day after deposit, Avado shall transfer all collected funds in the regional bank accounts to divisional Concentration Accounts and on the following Business Day to the master Concentration Account. The Concentration Accounts shall at all times be subject to Control Agreements reasonably acceptable to the Administrative Agent ("Concentration Account Agreements"). The current Concentration Accounts are identified on Schedule 1.01(v). Avado has established and at all times shall maintain a Disbursement Account which will be used to disburse funds for all Borrowers and to receive proceeds of Loans. The Disbursement Account shall at all times be subject to a Control Agreement reasonably acceptable to the Administrative Agent. The current Disbursement Account is identified on Schedule 1.01(a). The Concentration Account Agreements, the Control Agreement with respect to the Disbursement Account and the arrangements contemplated by this subsection 12.01(a) may not be changed without the consent of the Administrative Agent. Until the Administrative Agent has advised the Loan Parties Borrowers to the contrary after upon the occurrence and during the continuance of an Event of Default, the Loan Parties Borrowers and their Subsidiaries may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Account Receivables for the Agent’s benefit of, and on behalf of, the Agent’s behalf, but at Collateral Agent and the Loan Parties’ expense; such privilege shall terminate, at the election of the Agent, upon the occurrence and during the continuance of an Event of DefaultLenders. All Collections (including checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness Indebtedness) received directly by the Loan Parties from Borrowers or any of their Subsidiaries from any Account DebtorsDebtor or any other source (exclusive of the Lenders), whether as proceeds from Accounts Receivable of the Loan PartiesReceivable, or as proceeds of any other Collateral, or otherwise, shall be received and held by the Loan Parties applicable party in trust for the Agent and the Lenders and upon receipt be deposited by the Loan Parties such party in original form and no later than the next Business Day after receipt thereof into a Collection Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales)Concentration Accounts. The Loan Parties Borrowers shall not commingle such collections with the Loan Parties’ own funds or the funds of not, nor shall it permit any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates or to, commingle such Collections with the proceeds of any assets not included Loan. All Collections of each Subsidiary of the Borrowers deposited into the Concentration Accounts by such Subsidiary shall be deemed first to be a repayment of all outstanding Intercompany Advances made by any Borrower to such Subsidiary, until paid in full, with all such remaining Collections being deemed to be an Intercompany Advance made by such Subsidiary to the CollateralBorrower who (directly or indirectly through one or more intermediaries) owns the Capital Stock of such Subsidiary. At Until the Agent’s election after Administrative Agent has provided written notice to the Borrowers to the contrary upon the occurrence and during the continuance of an Event of Default, Avado may transfer funds from the master Concentration Account to the Disbursement Account and shall transfer all collected funds received on deposit in the Collection master Concentration Account to the Disbursement Account on a daily basis. At the end of each Business Day, Avado shall cause any collected funds in excess of $500,000 (calculated as of 2:00 New York City time) in the aggregate in the Disbursement Account and Concentration Accounts to be sent transferred by wire transfer or Automated Clearing House, House Inc. payment to the Agent’s Administrative Agent to be credited to the Loan Account. In the event Avado believes that $500,000 plus the collected funds expected on the next Business Day will not be sufficient to cover items to be presented against the Disbursement Account for application on the next Business Day, Avado may provide notice to the Administrative Agent and retain such additional amounts in the Disbursement Account as Avado deems appropriate to cover the items expected to be presented on the next Business Day. Avado covenants and agrees to maintain a minimum balance of collected funds in the Disbursement Account at the end of each Business Day sufficient (after adjustment for all collected funds expected to be credited to the Disbursement Account on the next Business Day) to pay all checks issued by the Borrowers through the end of the prior Business Day which have not been paid." Subsection (b) is amended by deleting the sentence "All funds received in the Concentration Account in excess of $250,000 (calculated as of 2:00 p.m. New York City time) and after the payment (or accrual therefor of disbursements made that day) shall be sent at the end of each Business Day by wire transfer or Automated Clearing House Inc. payment to the Administrative Agent to be credited to the Loan Account for application to reduce the then principal balance of the Term LoanLoans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Agent shall constitute final payment to the Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance of an Event of Default, the Loan Parties shall not, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except as permitted by Section 7.02(n). (c) Each Loan Party hereby appoints the Agent or its designee on behalf of the Agent as the Loan Parties’ attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Loan Party’s name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as the Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) The Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ account and to charge the Loan Parties therefor. The Loan Parties shall notify the Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law."

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Interim Facility Effective Date, the Borrower shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining one or more lockboxes in the name of the Administrative Agent and identified on Schedule 8.01 hereto (collectively, the “Lockboxes”) with the financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Borrower and acceptable to the Administrative Agent in its sole discretion (each being referred to as a “Lockbox Bank”), and (ii) establishing, and during the term of this Agreement, maintaining an account (a “Collection Account” and, collectively, the “Collection Accounts”) in the name of the Administrative Agent with each Lockbox Bank. The Borrower shall irrevocably instruct its Account Debtors, with respect to Accounts Receivable of the Borrower, to remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment as directed by the Administrative Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Loan Parties Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties Borrower may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Borrower for the Administrative Agent’s benefit and on the Administrative Agent’s behalf, but at the Loan Parties’ Borrower’s expense; such privilege shall terminate, at the election of the any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrower from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesBorrower, or as proceeds of any other Collateral, shall be held by the Loan Parties Borrower in trust for the Agent Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrower in original form and no later than the next Business Day after receipt thereof into a Collection Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties Borrower shall not commingle such collections with the Loan Parties’ Borrower’s own funds or the funds of any Subsidiary or Affiliate of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates Borrower or with the proceeds of any assets not included in the Collateral. At the Agent’s election after the occurrence and during the continuance of an Event of Default, all All funds received in the Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent’s Account for application at the end of each Business Day to reduce the then principal balance of the Term LoanRevolving Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of DefaultDefault (but subject to any requirements in the Interim Bankruptcy Court Order or Final Bankruptcy Court Order that a certain period of time pass prior to the exercise of remedies), the Collateral Agent may may, and at the direction of the Required Lenders shall, send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of and, thereafter, the Collateral, and thereafter the Collateral Agent shall have the sole right to collect the Accounts Receivable and payment intangibles of the Borrower and its Subsidiaries and/or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance continuation of an Event of Default, the Loan Parties Borrower and its Subsidiaries shall not, without prior written consent of the AgentRequired Lenders, grant any extension of time of payment of any Account ReceivableReceivable or payment intangible, compromise or settle any Account Receivable or payment intangible for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except as permitted by Section 7.02(n). (c) Each Loan Party The Borrower hereby appoints the each Agent or its designee on behalf of the such Agent as the Loan Parties’ Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default (but subject to any requirements in the Interim Bankruptcy Court Order or Final Bankruptcy Court Order that a certain period of time pass prior to the exercise of remedies) to (i) endorse any Loan Partythe Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts ReceivableReceivable or payment intangibles of the Borrower, to (ii) sign any Loan Partythe Borrower’s name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts ReceivableReceivable or payment intangibles of the Borrower, drafts against Account Debtors with respect to Accounts ReceivableReceivable or payment intangibles of the Borrower, assignments and verifications of Accounts Receivable or payment intangibles and notices to Account Debtors with respect to Accounts ReceivableReceivable or payment intangibles of the Borrower, to (iii) send verification of Accounts ReceivableReceivable of the Borrower, (iv) after the occurrence and to during the continuation of an Event of Default, notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party the Borrower to such address as the such Agent may designate designate, retain all mail relating to the Collateral, and forward all other mail to the Borrower, which the Agents agree to do promptly;, and (v) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents Commitments are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of the Borrower for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable of the Borrower or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The AgentAgents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the any Agent and shall not be responsible in any way for the performance by any Loan Party the Borrower of any of the terms and conditions thereof. (e) If any Account Receivable of the Borrower includes a charge for any tax payable to any Governmental Authority, the each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ Borrower’s account and to charge the Loan Parties Borrower therefor. The Loan Parties Borrower shall notify the Agent Agents if any Account Receivable of the Borrower includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) The sixth, seventh and eighth sentences of Section 8.01(a) of the Financing Agreement are hereby amended and restated in their entirety to read as follows: “Until the Funding Agent has advised shall advise the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for and on the Funding Agent’s benefit and on the Agent’s behalf, but at the Loan Parties’ expense; , and such privilege shall terminate, at the election of the any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, So long as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agent and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later Availability is not greater than the next Business Day after receipt thereof into a Collection Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date$20,000,000, the Loan Parties Funding Agent shall cause each Collection Account Bank have the right to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties shall not commingle such collections with the Loan Parties’ own funds or the funds of any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. At the Agent’s election after the occurrence and during the continuance of an Event of Default, direct all funds received in the Collection Account shall Accounts to be sent by wire transfer or Automated Clearing House, Inc. payment to the Funding Agent’s Account for application at the end of each Business Day to reduce the then principal balance of the Term LoanRevolving Loans, conditional upon final payment to the Funding Agent. No checks, drafts or other instruments received by the Agent shall constitute final payment to the Agent unless and until such checks, drafts or instruments have actually been collected.” (b) After Section 8.01(a) of the occurrence Financing Agreement is hereby amended by inserting immediately prior to the end of such Section, the following paragraph: “On or prior to December 10, 2003, ATP UK shall (i) establish and during maintain one or more depository accounts, under the dominion and control of the Funding Agent pursuant to a blocked account agreement among the Funding Agent, ATP UK and the applicable English financial institution, in form and substance satisfactory to the Agents, in respect of its Collections and (ii) instruct all of its Account Debtors to remit all such Collections to such depository accounts. ATP UK shall at all times deposit all Collections into such accounts that are received by it from any source promptly, and in any event no later than the first Business Day, after the date of receipt thereof. So long as no Event of Default shall have occurred and be continuing, ATP UK may use the funds on deposit in its bank accounts for its working capital purposes. During the continuance of an Event of Default, the Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance of an Event of Default, the Loan Parties shall not, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except as permitted by Section 7.02(n). (c) Each Loan Party hereby appoints the Agent or its designee on behalf of the Agent as the Loan Parties’ attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Loan Party’s name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as the Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) The Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ account and to charge the Loan Parties therefor. The Loan Parties shall notify the Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Funding Agent shall have the right to retain convert all non-Dollar denominated balances in ATP UK’s bank accounts into Dollars (at the full proceeds of Loan Parties’ sole expense) and cause all amounts in such accounts to be wired into the Funding Agent’s Account Receivable and shall or a Collection Account. The arrangements contemplated in Section 8.01(a) may not be liable for modified by any taxes that may be due by reason Loan Party or any other Subsidiary of any Loan Party without the prior written consent of the sale and delivery creating such Account ReceivableAgents. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.”

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Effective Date, the Loan Parties shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining one or more lockboxes in the name of the Administrative Agent and identified on Schedule 8.01 hereto (collectively, the “Lockboxes”) with the financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Borrower and acceptable to the Administrative Agent in its sole discretion (each being referred to as a “Lockbox Bank”), and (ii) establishing, and during the term of this Agreement, maintaining an account (a “Collection Account” and, collectively, the “Collection Accounts”) in the name of the First Lien Agent (or after the First Lien Termination Date, in the name of Administrative Agent) with each Lockbox Bank. The Loan Parties shall irrevocably instruct its Account Debtors, with respect to Accounts Receivable of the Loan Parties, to remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment as directed by the First Lien Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Loan Parties Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent’s benefit and on the Administrative Agent’s behalf, but at the Loan Parties’ Borrower’s expense; such privilege shall terminate, at the election of the any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the any Loan Parties Party from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the such Loan Parties Party in trust for the Agent Agents and the Lenders and upon receipt be deposited by the such Loan Parties Party in original form and no later than the next Business Day after receipt thereof into a Collection Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties shall not commingle such collections with the such Loan Parties’ Party’s own funds or the funds of any Subsidiary or Affiliate of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates such Loan Party or with the proceeds of any assets not included in the Collateral. At the Agent’s election after the occurrence and during the continuance of an Event of Default, all All funds received in the Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Agent’s Account for application at the end of each Business Day to reduce the then principal balance of the Term Loan, conditional upon final payment to the First Lien Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any and, thereafter, the Collateral Agent (subject to the terms of the Collateral, and thereafter the Agent Intercreditor Agreement) shall have the sole right to collect the Accounts Receivable and/or and payment intangibles of the Loan Parties and their respective Subsidiaries or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance continuation of an Event of Default, the Loan Parties and their respective Subsidiaries shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account ReceivableReceivable or payment intangible, compromise or settle any Account Receivable or payment intangible for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except as permitted by Section 7.02(n). (c) Each The Loan Party Parties hereby appoints the appoint each Agent or its designee on behalf of the such Agent as the Loan Parties’ attorney-in-fact with power exercisable during the continuance of an Event of Default to (i) endorse any the applicable Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts ReceivableReceivable or payment intangibles of such Loan Party, to (ii) sign any the applicable Loan Party’s name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts ReceivableReceivable or payment intangibles of the such Loan Party, drafts against Account Debtors with respect to Accounts ReceivableReceivable or payment intangibles of such Loan Party, assignments and verifications of Accounts Receivable or payment intangibles and notices to Account Debtors with respect to Accounts ReceivableReceivable or payment intangibles of such Loan Party, to (iii) send verification of Accounts ReceivableReceivable of the Loan Parties, and to (iv) notify the Postal Service authorities to change the address for delivery of mail addressed to any the Loan Party Parties to such address as the such Agent may designate and to do all other acts and things necessary to carry out this Agreement; provided that such Agent or designee, simultaneously with such notification, shall provide a copy of such notification to the Borrower. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents Commitments are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of any Loan Party for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable of the Loan Parties or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The AgentAgents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the any Agent and shall not be responsible in any way for the performance by any the Loan Party Parties of any of the terms and conditions thereof. (e) If any Account Receivable of any Loan Party includes a charge for any tax payable to any Governmental Authority, the each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the such Loan Parties’ Party’s account and to charge the Loan Parties therefor. The Loan Parties shall notify the Agent Agents if any Account Receivable of the Loan Parties includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Effective Date, the Borrower shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining one or more blocked accounts (the "Blocked Accounts") with respect to the Borrower's principal concentration accounts with the financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Borrower and acceptable to the Administrative Agent in its sole discretion (each being referred to as a "Blocked Account Bank"), and (ii) establishing, and during the term of this Agreement, maintaining a control agreement relating to the Blocked Accounts with the Blocked Account Bank, the Borrower, and the Collateral Agent. The Borrower shall irrevocably instruct its Account Debtors, with respect to Accounts Receivable of the Borrower, to remit all payments to be made by checks or other drafts to the Blocked Accounts and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment to the Blocked Account. Until the Administrative Agent has advised the Loan Parties Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties Borrower may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Borrower for the Administrative Agent’s 's benefit and on the Administrative Agent’s 's behalf, but at the Loan Parties’ Borrower's expense; such privilege shall terminate, at the election of the any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrower from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesBorrower, or as proceeds of any other Collateral, shall be held by the Loan Parties Borrower in trust for the Agent Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrower in original form and no later than the next Business Day after receipt thereof into a Collection Blocked Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties Borrower shall not commingle such collections with the Loan Parties’ Borrower's own funds or the funds of any Subsidiary or Affiliate of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates Borrower or with the proceeds of any assets not included in the Collateral. At The Administrative Agent shall charge the Agent’s election after Loan Account on the last day of each month with 2 collection days for all such collections. After the occurrence and during the continuance of an Event of DefaultDefault and upon any Agent's giving notice to Borrower and the applicable Blocked Account Bank, all funds received in the Collection Account Blocked Accounts shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Payment Office to be credited to the Administrative Agent’s 's Account for application at the end of each Business Day to reduce the then principal balance of the Term LoanRevolving Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Lenders’ ' security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the CollateralDebtors, and thereafter the Collateral Agent shall have the sole right to collect the Accounts Receivable of the Borrower and/or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance continuation of an Event of Default, the Loan Parties Borrower shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except such discounts as permitted by Section 7.02(n)are offered as part of the Borrower's standard terms. (c) Each Loan Party The Borrower hereby appoints the each Agent or its designee on behalf of the such Agent as the Loan Parties’ Borrower's attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Loan Party’s the Borrower's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts ReceivableReceivable of the Borrower, to sign any Loan Party’s the Borrower's name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts ReceivableReceivable of the Borrower, drafts against Account Debtors with respect to Accounts ReceivableReceivable of the Borrower, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts ReceivableReceivable of the Borrower, to send verification of Accounts ReceivableReceivable of the Borrower, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party the Borrower to such address as the such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of the Borrower for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable of the Borrower or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The AgentAgents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the any Agent and shall not be responsible in any way for the performance by any Loan Party the Borrower of any of the terms and conditions thereof. (e) If any Account Receivable of the Borrower includes a charge for any tax payable to any Governmental AuthorityAuthority and if the Borrower fails to pay such tax, the each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ Borrower's account and to charge the Loan Parties Borrower therefor. The Loan Parties Borrower shall notify the Agent Agents if any Account Receivable of the Borrower includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) With respect to the Account Receivables, the Parent shall and shall cause its Subsidiaries to, irrevocably instruct the Account Debtors to remit to the Agent Account all payments to be made by check or other draft and all payments to be made by wire transfer. Until the Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Account Receivables for the Agent’s benefit and on the Agent’s behalf, but at the Loan Parties’ expense; such privilege shall terminate, at the election of the Agent, upon the occurrence and during the continuance of an any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the any Loan Parties Party from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesReceivable, or as proceeds of any other Collateral, shall be received and held by the Loan Parties such Person in trust for the Agent and the Lenders and upon receipt be deposited by the Loan Parties such Person in original form and no later than the next Business Day after receipt thereof into a Collection the Agent Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the No Loan Parties Party shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties shall not commingle such collections with the any such Loan Parties’ Party’s own funds or the funds of any Subsidiary or Affiliate of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates such Loan Party or with the proceeds of any assets not included in the Collateral. At The Agent shall charge the Agent’s election after Loan Account on the occurrence and during the continuance last day of an Event each month with three (3) collection days for all such collections, except wire transfers or other transfers of Default, all good funds. All funds received in the Collection Agent Account pursuant to this Section 7.01(a) shall be sent by wire transfer or Automated Clearing House, Inc. payment credited to the Agent’s Loan Account for application at the end of each Business Day to reduce the then principal balance of the Term LoanRevolving Loans, conditional upon final payment to the Agent. No checks, drafts or other instruments received by the Agent shall constitute final payment to the Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Agent may send a notice of assignment and/or notice of the Lenders’ Agent’s security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance of an Event of Default, the Loan Parties The Parent shall not, and shall not permit its Subsidiaries to, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except except, in the absence of a continuing Event of Default, as permitted by Section 7.02(n6.02(o). (c) Each Loan Party hereby appoints the Agent or its designee on behalf of the Agent as the each such Loan Parties’ Party’s attorney-in-fact with power exercisable during the continuance of an any Default or Event of Default to endorse any Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any such Loan Party’s name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and and, to notify the Postal Service authorities to change the address for delivery of mail addressed to the Parent or any Loan Party of its Subsidiaries to such address as the Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee designate shall not be liable for any acts of omission or commission (other than acts of omission or commission omissions constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) Nothing herein contained shall be construed to constitute the Agent as agent of the Parent or any Subsidiary for any purpose whatsoever, and the Agent shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of the Agent constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of omission or commission the Agent constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, do does not assume any of the obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by the Parent or any Loan Party Subsidiary of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the applicable Loan Parties’ Party’s account and to charge the Loan Parties therefor. The Each Loan Parties Party shall notify the Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Interim Facility Effective Date, the Loan Parties shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining one or more lockboxes in the name of the Administrative Agent and identified on Schedule 9.01 hereto (collectively, the "Lockboxes") with the financial institutions set forth on Schedule 9.01 hereto or such other financial institutions selected by the Loan Parties and acceptable to the Administrative Agent in its sole discretion (each being referred to as a "Lockbox Bank"), and (ii) establishing, and during the term of this Agreement, maintaining an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name of the Administrative Agent with each Lockbox Bank. The Loan Parties shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Loan Parties, to remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment as directed by the Administrative Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent’s 's benefit and on the Administrative Agent’s 's behalf, but at the Loan Parties’ ' expense; such privilege shall terminate, at the election of the any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agent Agents, the L/C Issuer and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Collection Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties shall not commingle such collections with the Loan Parties’ ' own funds or the funds of any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. At Prior to the Agent’s election after occurrence of an Event of Default, all funds received in the Collection Accounts shall be processed by the respective Lockbox Banks in accordance with the instructions of officers or agents of the Borrowers in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Lockbox Banks that all funds received in the Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent’s 's Account for application at the end of each Business Day to reduce the then principal balance of the Term Loanoutstanding Obligations, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may or its designee may, and at the request of the Required Lenders, the Collateral Agent shall, send a notice of assignment and/or notice of the Lenders’ Collateral Agent's security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent or its designee shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance of an Event of Default, the The Loan Parties shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except except, in the absence of a continuing Event of Default, as permitted by Section 7.02(n8.02(o). (c) Each Subject to the entry and the terms of the Bankruptcy Court Orders, each Loan Party hereby appoints the Collateral Agent or its designee on behalf of the Collateral Agent as the Loan Parties’ ' attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Loan Party’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Loan Party’s 's name on any invoice or ▇▇▇▇ bill of lading relating to any of the o▇ ▇▇e Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as the Collateral Agent or such designee may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or lawlaw not constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; this power being coupled with an interest is irrevocable until all of the Term Loan Loans, Letter of Credit Obligations and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of any Loan Party for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The AgentAgents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the any Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ ' account and to charge the Loan Parties therefor. The Loan Parties shall notify the Agent Agents if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent Agents shall have the right to retain apply the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent Agents, the L/C Issuer and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days of the Effective Date, the Loan Parties shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining one or more lockboxes in the name of the Administrative Agent and identified on Schedule 8.01 hereto (collectively, the "Lockboxes") with the financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Loan Parties and acceptable to the Administrative Agent in its sole discretion (each being referred to as a "Lockbox Bank"), and (ii) establishing, and during the term of this Agreement, maintaining an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name of the Administrative Agent with each Lockbox Bank. The Loan Parties shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Loan Parties, to remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment as directed by the Administrative Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent’s 's benefit and on the Administrative Agent’s 's behalf, but at the Loan Parties’ ' expense; such privilege shall terminate, at the election of the any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as - 95 - proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agent Agents, the L/C Issuer and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Collection Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties shall not commingle such collections with the Loan Parties’ ' own funds or the funds of any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. At Prior to the Agent’s election after occurrence of an Event of Default, all funds received in the Collection Accounts shall be processed by the respective Lockbox Banks in accordance with the instructions of officers or agents of the Borrowers in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Lockbox Banks that all funds received in the Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent’s 's Account for application at the end of each Business Day to reduce the then principal balance of the Term Loanoutstanding Obligations, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may or its designee may, and at the request of the Required Lenders, the Collateral Agent shall, send a notice of assignment and/or notice of the Lenders’ Collateral Agent's security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent or its designee shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance of an Event of Default, the The Loan Parties shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except except, in the absence of a continuing Event of Default, as permitted by Section 7.02(n7.02(o). (c) Each Loan Party hereby appoints the Collateral Agent or its designee on behalf of the Collateral Agent as the Loan Parties’ ' attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Loan Party’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Loan Party’s 's name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as the Collateral Agent or such designee may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or lawlaw not constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; this power being coupled with an interest is irrevocable until all of the Term Loan Loans, Letter of Credit Obligations and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of any Loan Party for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The AgentAgents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the any Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ ' account and to charge the Loan Parties therefor. The Loan Parties shall notify the Agent Agents if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent Agents shall have the right to retain apply the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent Agents, the L/C Issuer and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) Until the Agent has advised the Loan Parties On or prior to the contrary after Effective Date, the Borrower shall assist the Administrative Agent in establishing, and, during the term of this Agreement, maintaining blocked accounts (the “Blocked Accounts”) with respect to the Borrower’s principal concentration accounts with the financial institution set forth on Schedule 8.01 hereto (the “Blocked Account Bank”), and entering into a control agreement relating to the Blocked Account with the Borrower, Collateral Agent, and the Blocked Account Bank. After the occurrence and during the continuance continuation of an Event of Default, each of the Loan Parties may Borrower and each of its Subsidiaries shall irrevocably instruct its Account Debtors, with respect to its Accounts Receivable, to remit all payments to be made by them, whether by means of checks or other drafts or by wire transfer or by Automated Clearing House, Inc. payment, to a Blocked Account and shall instruct the Blocked Account Bank to deposit all amounts received by it to a Blocked Account at such Blocked Account Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day; provided, however, that Borrower and each of its Subsidiaries, with respect to payments of Accounts Receivable it receives directly, shall collect, receive, and deposit all payments, whether by means of checks or other drafts or by wire transfer or by Automated Clearing House, Inc. payment, in accordance with Borrower’s or Borrower’s Subsidiary’s then current payment processing practices, as applicable, provided that all such payments, as applicable, shall be deposited by Borrower at ▇▇▇▇▇ Fargo-AZ, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, account number 4159539352, routing number ▇▇▇▇▇▇▇▇▇, as soon as reasonably possible, but in any event within 3 Business Days of receipt. Each of the Borrower and each Subsidiary will enforce, collect and receive all amounts owing on the their Accounts Receivable of the Loan Parties for the Agent’s Agents’ benefit and on the Administrative Agent’s behalf, but at the Loan Parties’ Borrower’s or such Subsidiary’s expense; such privilege shall terminate, at the election of the any Agent, upon after the occurrence and during the continuance continuation of an Event of Default. All After the occurrence and during the continuation of an Event of Default, all checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrower or any of its Subsidiaries from any of their Account DebtorsDebtor, as proceeds from their Accounts Receivable of the Loan PartiesReceivable, or as proceeds of any other Collateral, shall be held by the Loan Parties Borrower or such Subsidiaries in trust for the Agent Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrower or such Subsidiaries in original form and no later than the next Business Day after receipt thereof into a Collection Blocked Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date The Borrower and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties such Subsidiaries shall not commingle such collections with the Loan Parties’ their own funds or the funds of any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. At All funds received in the Agent’s election Blocked Accounts after the occurrence and during the continuance of an Event of Default, all funds received in the Collection Account upon request by Collateral Agent, shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Payment Office to be credited to the Administrative Agent’s Account for application at the end of each Business Day when such funds are received in Administrative Agent’s Account to reduce the then principal balance of the Term LoanLoans, conditional upon final payment to the Administrative Agent, and at all other times, may be transferred to an operating account of the Borrower or one of its Subsidiaries. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of and, thereafter, the Collateral, and thereafter the Collateral Agent shall have the sole right to collect the Accounts Receivable and/or and payment intangibles of the Borrower and its Subsidiaries or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance continuation of an Event of Default, the Loan Parties Borrower and its Subsidiaries shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account ReceivableReceivable or payment intangible, compromise or settle any Account Receivable or payment intangible for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except as permitted by Section 7.02(n). (c) Each Loan Party The Borrower hereby appoints the each Agent or its designee on behalf of the such Agent as the Loan Parties’ Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to (i) endorse any Loan Partythe Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts ReceivableReceivable or payment intangibles of the Borrower, to (ii) sign any Loan Partythe Borrower’s name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts ReceivableReceivable or payment intangibles of the Borrower, drafts against Account Debtors with respect to Accounts ReceivableReceivable or payment intangibles of the Borrower, assignments and verifications of Accounts Receivable or payment intangibles and notices to Account Debtors with respect to Accounts ReceivableReceivable or payment intangibles of the Borrower, to (iii) send verification of Accounts ReceivableReceivable of the Borrower, and to (iv) notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party the Borrower to such address as the such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents Commitments are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of the Borrower for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable of the Borrower or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The AgentAgents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the any Agent and shall not be responsible in any way for the performance by any Loan Party the Borrower of any of the terms and conditions thereof. (e) If any Account Receivable of the Borrower includes a charge for any tax payable to any Governmental Authority, the each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ Borrower’s account and to charge the Loan Parties Borrower therefor. The Loan Parties Borrower shall notify the Agent Agents if any Account Receivable of the Borrower includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Effective Date, the Borrowers shall assist the Agent, on behalf of the Lenders, in (i) establishing, and, during the term of this Agreement, maintaining one or more lockboxes in the name of the Agent and identified on Schedule 8.01 hereto (collectively, the "Lockboxes") with the financial institutions set forth in Schedule 8.01 or such other financial institutions selected by the Borrowers and acceptable to the Agent in its sole discretion (each being referred to as a "Lockbox Bank"), and (ii) establishing, and during the term of this Agreement, maintaining an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name of the Agent with each Lockbox Bank. HIS shall irrevocably instruct its Account Debtors, with respect to Accounts Receivable of HIS, to remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payments to be made directly to the Collection Accounts and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank. Until the Agent has advised the Loan Parties HIS to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties HIS may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties HIS for the Agent’s 's benefit and on the Agent’s 's behalf, but at the Loan Parties’ HIS's expense; such privilege shall terminate, at the election of the Agent, upon the occurrence and during the continuance of an any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties HIS from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesHIS, or as proceeds of any other Collateral, shall be held by the Loan Parties HIS in trust for the Agent and the Lenders and upon receipt be deposited by the Loan Parties HIS in original form and no later than the next Business Day after receipt thereof into a Collection Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties HIS shall not commingle such collections with the Loan Parties’ HIS's own funds or the funds of any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. At The Agent shall charge the Agent’s election after Loan Account on the occurrence and during the continuance last day of an Event each month with two (2) collection days for all such collections, except wire transfers or other transfers of Default, all good funds. All funds received in the Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment credited to the Agent’s Loan Account for application at the end of each Business Day to reduce the then principal balance of the Term LoanLoans, conditional upon final payment to the Agent. No checks, drafts or other instruments instrument received by the Agent shall constitute final payment to the Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Agent may send a notice of assignment and/or notice of the Lenders’ ' security interest to any and all Account Debtors or any third parties party holding or otherwise concerned with any of the Collateral, and thereafter the Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. After the occurrence The Parent shall not and during the continuance of an Event of Default, the Loan Parties shall notnot permit its Subsidiaries to, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except except, in absence of a continuing Event of Default, as permitted by Section 7.02(n)7.02(k) hereof. (ci) Each Loan Party HIS hereby appoints the Agent or its designee on behalf of the Agent as the Loan Parties’ HIS's attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Loan Party’s HIS's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Loan Party’s HIS's name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts ReceivableReceivable of HIS, drafts against Account Debtors with respect to Accounts ReceivableReceivable of HIS, assignments and verifications of Accounts Receivable of HIS and notices to Account Debtors with respect to Accounts ReceivableReceivables of HIS, to send verification of Accounts ReceivableReceivable of HIS, and and, to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party HIS to such address as the Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee designate shall not be liable for any acts of omission or commission (other than acts of omission or commission omissions constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct), or nor for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. HIS hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, all in a commercially reasonable manner and without discharging or in any way affecting liability hereunder. (ii) The Agent, without notice to or consent of the Borrowers or Guarantors upon the occurrence and during the continuance of an Event of Default (A) may ▇▇▇ upon or otherwise collect, extend the time of payment of, or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts Receivable or any securities, instruments or insurance applicable thereto and/or release the Account Debtor thereon; (B) is authorized and empowered to accept the return of the goods represented by any of the Accounts Receivable, and (C) shall have the right to receive, endorse, assign and/or deliver in its name or the name of the Borrowers or any Guarantors any and all checks, drafts, and other instruments for the payment of money relating to the Accounts Receivable. The Borrowers and Guarantors hereby waive notice of presentment, protest and non-payment of any instrument so endorsed, all in a commercially reasonable manner and without discharging or in any way affecting liability hereunder. (d) Nothing herein contained shall be construed to constitute the Agent as agent of HIS for any purpose whatsoever, and the Agent shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of the Agent constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent shall not, under any circumstance circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of omission or commission the Agent constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, do does not assume any of the HIS's obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by any Loan Party HIS of any of the terms and conditions thereof. (e) If any Account of the Accounts Receivable includes a charge for any tax payable to any Governmental Authority, the Agent Lender is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ relevant Borrower's account and to charge the Loan Parties such Borrower therefor. The Loan Parties Each Borrower shall notify the Agent Lender if any Account Accounts Receivable includes owing to such Borrower include any taxes due to any such Governmental Authority authority and, in the absence of such notice, the Agent shall have the right to retain the full proceeds of such Account Accounts Receivable and shall not be liable for any taxes that may be due from such Borrower by reason of the sale and delivery creating such Account Accounts Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (ai) On or prior to the Effective Date, the Loan Parties other than the Canadian Loan Parties shall assist the Administrative Agent in (A) establishing, and, during the term of this Agreement, maintaining one or more lockboxes in the name of the Administrative Agent and identified on Schedule 8.01 hereto (collectively, the "Lockboxes") with the financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Loan Parties and acceptable to the Administrative Agent in its sole discretion (each being referred to as a "Lockbox Bank"), (B) establishing, and during the term of this Agreement, maintaining an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name of the Administrative Agent with each Lockbox Bank, and (C) establishing, and during the term of this Agreement, maintaining the Depository Accounts set forth in Schedule 8.01 or such other Depository Accounts after the Effective Date, all in the name of the Administrative Agent, which will be subject to a depository account agreement and with a depository bank satisfactory to the Administrative Agent. The Loan Parties other than the Canadian Loan Parties shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of such Loan Parties, to remit all payments to be made by checks or other drafts to the Lockboxes and/or the Depository Accounts and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment as directed by the Administrative Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Loan Parties Borrowers to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties other than the Canadian Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the such Loan Parties for the Administrative Agent’s 's benefit and on the Administrative Agent’s 's behalf, but at the Loan Parties’ ' expense; such privilege shall terminate, at the election of the any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness Collections received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agent Agents and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Collection Account or a Depository Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties shall not commingle such collections with the Loan Parties’ their own funds or the funds of any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. At The Administrative Agent shall charge the Agent’s election after Loan Account on the occurrence and during the continuance last day of an Event of Default, each month with two (2) collection days for all such Collections. All funds received in the Collection Account or a Depository Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent’s 's Account for application at the end of each Business Day to reduce the then principal balance of the Term LoanRevolving Loans or as otherwise to be applied in accordance with Section 2.05(d), conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (ii) Each Canadian Entity shall (A) establish, and thereafter maintain, one or more depository and/or operating accounts, under the dominion and control of the Administrative Agent and otherwise satisfactory to Administrative Agent, in respect of each of its Collections and (B) instruct all of their Account Debtors to remit all such Collections to such depository accounts and/or operating accounts. Each Canadian Entity at all times promptly shall deposit or cause to be deposited (including by electronic funds transfers) all Collections into such accounts that are received by such Canadian Entity from any source promptly, and in any event no later than the first Business Day after the date of receipt thereof. Subject to the next sentence, each Canadian Entity may use the funds on deposit in its foreign bank accounts for its working capital purposes. In addition, during the continuance of an Event of Default, the Administrative Agent shall have the right to convert all non-Dollar denominated balances in each Canadian Entity's Canadian bank accounts into Dollars (at the Borrowers' sole expense) and cause all amounts in such bank accounts to be wired into a Collection Account or other bank accounts subject to a control agreement, in form and substance satisfactory to the Administrative Agent, and then wired from such bank accounts to the Administrative Agent's Account. The arrangements contemplated in this Section 8.01(a) shall not be modified by any Loan Party without the prior written consent of the Administrative Agent. (b) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Lenders’ ' security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance of an Event of Default, the The Designated Loan Parties shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except except, in the absence of a continuing Event of Default, as permitted by Section 7.02(n7.02(o). (c) Each Designated Loan Party hereby appoints the each Agent or its designee on behalf of the such Agent as the Designated Loan Parties’ ' attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Designated Loan Party’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Designated Loan Party’s 's name on any invoice or ▇▇▇▇ bill of lading relating to any of the Accounts Receivable, drafts against aga▇▇▇▇ Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Designated Loan Party to such address as the such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of any Loan Party for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The AgentAgents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the any Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ ' account and to charge the Loan Parties therefor. The Loan Parties Borrowers shall notify the Agent Agents if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent Agents and the Senior Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (ai) As of the Effective Date, the Loan Parties, including the Canadian Loan Parties, have assisted the Administrative Agent in (A) establishing, and, during the term of this Agreement, maintaining, one or more lockboxes in the name of the Administrative Agent and identified on Schedule 8.01 hereto (collectively, the "Lockboxes") with the financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Loan Parties and acceptable to the Administrative Agent in its sole discretion (each being referred to as a "Lockbox Bank"), (B) establishing, and during the term of this Agreement, maintaining, an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name of the Administrative Agent with each Lockbox Bank, and (C) establishing, and during the term of this Agreement, maintaining, the Depository Accounts set forth in Schedule 8.01 or such other Depository Accounts after the Effective Date, all in the name of the Administrative Agent, which will be subject to a depository account agreement and with a depository bank satisfactory to the Administrative Agent. The Loan Parties other than the Canadian Loan Parties shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of such Loan Parties, to remit all payments to be made by checks or other drafts to the Lockboxes and/or the Depository Accounts and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment as directed by the Administrative Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Loan Parties Borrowers to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties other than the Canadian Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the such Loan Parties for the Administrative Agent’s 's benefit and on the Administrative Agent’s 's behalf, but at the Loan Parties’ ' expense; such privilege shall terminate, at the election of the any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness Collections received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agent Agents and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Collection Account or a Depository Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties shall not commingle such collections with the Loan Parties’ their own funds or the funds of any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. At The Administrative Agent shall charge the Agent’s election after Loan Account on the occurrence and during the continuance last day of an Event of Default, each month with two (2) collection days for all such Collections. All funds received in the Collection Account or a Depository Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent’s 's Account for application at the end of each Business Day to reduce the then principal balance of the Term LoanRevolving Loans or as otherwise to be applied in accordance with Section 2.05(d), conditional upon final payment to the Administrative Agent; provided, that if, on any date, there are no outstanding Revolving Loans and no Default or Event of Default exists, all funds received in the Administrative Agent's Account shall, within two (2) Business Days after receipt thereof, be returned by the Administrative Agent to the Borrowers. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (ii) Each Canadian Entity shall (A) establish, and thereafter maintain, one or more depository and/or operating accounts, under the dominion and control of the Administrative Agent and otherwise satisfactory to Administrative Agent, in respect of each of its Collections and (B) instruct all of their Account Debtors to remit all such Collections to such depository accounts and/or operating accounts. Each Canadian Entity at all times promptly shall deposit or cause to be deposited (including by electronic funds transfers) all Collections into such accounts that are received by such Canadian Entity from any source promptly, and in any event no later than the first Business Day after the date of receipt thereof. Subject to the next sentence, each Canadian Entity may use the funds on deposit in its foreign bank accounts for its working capital purposes. In addition, during the continuance of an Event of Default, the Administrative Agent shall have the right to convert all non-Dollar denominated balances in each Canadian Entity's Canadian bank accounts into Dollars (at the Borrowers' sole expense) and cause all amounts in such bank accounts to be wired into a Collection Account or other bank accounts subject to a control agreement, in form and substance satisfactory to the Administrative Agent, and then wired from such bank accounts to the Administrative Agent's Account. The arrangements contemplated in this Section 8.01(a) shall not be modified by any Loan Party without the prior written consent of the Administrative Agent. (b) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Lenders’ ' security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance of an Event of Default, the The Designated Loan Parties shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except except, in the absence of a continuing Event of Default, as permitted by Section 7.02(n7.02(o). (c) Each Designated Loan Party hereby appoints the each Agent or its designee on behalf of the such Agent as the Designated Loan Parties’ ' attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Designated Loan Party’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Designated Loan Party’s 's name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Designated Loan Party to such address as the such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of any Loan Party for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The AgentAgents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the any Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ ' account and to charge the Loan Parties therefor. The Loan Parties Borrowers shall notify the Agent Agents if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) Until the Agent has advised the Loan Parties On or prior to the contrary date that is 90 days after the occurrence and Effective Date, the Borrower shall use its best efforts to assist the Administrative Agent in establishing, and, during the continuance term of an Event this Agreement, maintaining blocked accounts (the “Blocked Accounts”) with respect to the Borrower’s principal concentration accounts with the financial institution set forth on Schedule 8.01 hereto (the “Blocked Account Bank”), and entering into a control agreement relating to the Blocked Account with the Borrower, Collateral Agent, and the Blocked Account Bank. The Borrower shall irrevocably instruct its Portfolio Companies to remit all payments to be made by them to Borrower, whether by means of Defaultchecks or other drafts or by wire transfer or by Automated Clearing House, Inc. payment, to a Blocked Account and shall instruct the Loan Parties may and will enforce, collect and receive Blocked Account Bank to deposit all amounts owing received by it to a Blocked Account at such Blocked Account Bank on the Accounts Receivable of the Loan Parties for the Agent’s benefit and day received or, if such day is not a Business Day, on the Agent’s behalf, but at the Loan Parties’ expense; such privilege shall terminate, at the election of the Agent, upon the occurrence and during the continuance of an Event of Defaultnext succeeding Business Day. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrower from any of their Account DebtorsDebtor, as proceeds from its Accounts Receivable of the Loan Partiesor Payment Intangibles, or as proceeds of any other Collateral or Intercompany Loan Collateral, shall be held by the Loan Parties Borrower in trust for the Agent and the Lenders and upon receipt be deposited by the Loan Parties Borrower in original form and no later than the next Business Day after receipt thereof into a Collection Blocked Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties Borrower shall not commingle such collections with the Loan Parties’ its own funds or the funds of any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral or Intercompany Loan Collateral. At All funds received in the Agent’s election Blocked Accounts, after the occurrence and during the continuance of an Event of Default, all funds received in the Collection Account upon request by Collateral Agent, shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Payment Office to be credited to the Administrative Agent’s Account for application at the end of each Business Day when such funds are received in Administrative Agent’s Account to reduce the then principal balance of the Term LoanLoans in accordance with Section 4.04, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or or notice of the Lenders’ security interest to any and all of the Borrower’s Account Debtors or third parties holding or otherwise concerned with any of and, thereafter, the Collateral, and thereafter the Collateral Agent shall have the sole right to collect the Accounts Receivable and/or and Payment Intangibles of the Borrower or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance continuation of an Event of Default, the Loan Parties Borrower and its Subsidiaries shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account ReceivableReceivable or Payment Intangible, compromise or settle any Account Receivable or Payment Intangible for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except as permitted by Section 7.02(n). (c) Each Loan Party The Borrower hereby appoints the each Agent or its designee on behalf of the such Agent as the Loan Parties’ Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to (i) endorse any Loan Partythe Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts ReceivableReceivable or Payment Intangibles of the Borrower, to (ii) sign any Loan Partythe Borrower’s name on any invoice or ▇b▇▇▇ of lading relating to any of the Accounts ReceivableReceivable or Payment Intangibles of the Borrower, drafts against Account Debtors with respect to Accounts ReceivableReceivable or Payment Intangibles of the Borrower, assignments and verifications of Accounts Receivable or Payment Intangibles and notices to Account Debtors with respect to Accounts ReceivableReceivable or Payment Intangibles of the Borrower, to (iii) send verification of Accounts ReceivableReceivable of the Borrower, and to (iv) notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party the Borrower to such address as the such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents Commitments are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of the Borrower for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable of the Borrower or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The AgentAgents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the any Agent and shall not be responsible in any way for the performance by any Loan Party the Borrower of any of the terms and conditions thereof. (e) Collateral Agent hereby agrees that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, upon the prior written request of Borrower, Collateral Agent shall consent to the transfer of all or a portion of the Restricted Cash from the Restricted Account as requested by Borrower solely to (i) fund a voluntary prepayment of the Term Loan or the Delayed Draw Term Loans, or (ii) partially fund a Permitted Post-Effective Date Acquisition. Borrower and the Lenders hereby acknowledge and agree that, unless Collateral Agent agrees otherwise in the exercise its sole and absolute discretion, the Restricted Cash shall not be used for any other purpose. All such Restricted Cash shall be held by Collateral Agent to secure the Obligations and, upon the occurrence of and during the continuance of an Event of Default, at the election of Collateral Agent, may be applied to the Obligations in accordance with the priorities set forth in Section 4.04. (f) If any Account Receivable or Payment Intangible of the Borrower includes a charge for any tax payable to any Governmental Authority, the each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ Borrower’s account and to charge the Loan Parties Borrower therefor. The Loan Parties Borrower shall notify the Agent Agents if any Account Receivable or Payment Intangible of the Borrower includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent Agents shall have the right to retain the full proceeds of such Account Receivable or Payment Intangible and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account ReceivableReceivable or Payment Intangible. (fg) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent Agents and the Lenders herein provided, and the obligations of the Loan Parties Borrower set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Effective Date, VP Buildings shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining one or more lockboxes in the name of the Administrative Agent and identified on Schedule 8.01 hereto (collectively, the "LOCKBOXES") with the financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by VP Buildings and acceptable to the Administrative Agent in its sole discretion (each being referred to as a "LOCKBOX BANK"), and (ii) establishing, and during the term of this Agreement, maintaining an account (a "COLLECTION ACCOUNT" and, collectively, the "COLLECTION ACCOUNTS") in the name of the Administrative Agent with each Lockbox Bank. VP Buildings shall irrevocably instruct its Account Debtors, with respect to Accounts Receivable of VP Buildings, to remit all payment to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payments as directed by the Administrative Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Loan Parties VP Buildings to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties VP Buildings may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties VP Buildings for the Administrative Agent’s 's benefit and on the Administrative Agent’s 's behalf, but at the Loan Parties’ VP Buildings' expense; such privilege shall terminate, at the election of the any Agent, upon the occurrence and during the continuance of an any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties VP Buildings from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesVP Buildings, or as proceeds of any other Collateral, shall be held by the Loan Parties VP Buildings in trust for the Agent Agents and the Lenders and upon receipt be deposited by the Loan Parties VP Buildings in original form and no later than the next Business Day after receipt thereof into a Collection Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties VP Buildings shall not commingle such collections with the Loan Parties’ VP Buildings own funds or the funds of any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates of VP Buildings or with the proceeds of any assets not included in the Collateral. At The Administrative Agent shall charge the Loan Account on the last day of each month with two (2) collection days for all such collections, which shall be for the sole account of the Collateral Agent’s election after the occurrence and during the continuance of an Event of Default, all . All funds received in the Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Payment Office to be credited to the Administrative Agent’s 's Account for application at the end of each Business Day to reduce the then principal balance of the Term LoanRevolving Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments instrument received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Administrative or the Collateral Agent may send a notice of assignment and/or notice of the Lenders’ ' security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Administrative Agent and the Collateral Agent shall have the sole right to collect the Accounts Receivable and/or take -71- 76 possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance of an Event of Default, the Loan Parties VP Buildings shall not, without prior written consent of the Administrative Agent and the Collateral Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except except, in the absence of a continuing Event of Default, as permitted by Section 7.02(n). (c) Each Loan Party VP Buildings hereby appoints the Administrative Agent and the Collateral Agent or its designee on behalf of the such Agent as the Loan Parties’ VP Buildings attorney-in-fact with power exercisable during the continuance of an any Event of Default to endorse any Loan Party’s VP Buildings name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Loan Party’s VP Buildings' name on any invoice or ▇▇bill ▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and and, to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party VP Buildings to such address as the such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission omissions constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of VP Buildings for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of the Agents constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of omission or commission the Agents constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The AgentAgents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the any Agent and shall not be responsible in any way for the performance by any Loan Party VP Buildings of any of the terms and conditions thereof. (e) If any Account Receivable of VP Buildings includes a charge for any tax payable to any Governmental Authority, the Administrative Agent is and the Collateral Agent are hereby authorized (but in no event obligated) in its their discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ VP Buildings' account and to charge the Loan Parties VP Buildings therefor. The Loan Parties VP Buildings shall notify the Administrative Agent and the Collateral Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Administrative Agent and the Collateral Agent shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document Documents or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) Until the Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Agent’s 's benefit and on the Agent’s 's behalf, but at the Loan Parties’ ' expense; such privilege shall terminate, at the election of the Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agent and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Collection Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** __________________________with respect to any accounts located in England and Wales). The Loan Parties shall not commingle such collections with the Loan Parties’ ' own funds or the funds of any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. At the Agent’s 's election after the occurrence and during the continuance of an Event of Default, all funds received in the Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Agent’s 's Account for application at the end of each Business Day to reduce the then principal balance of the Term Loan, conditional upon final payment to the Agent. No checks, drafts or other instruments received by the Agent shall constitute final payment to the Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance of an Event of Default, the Loan Parties shall not, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except as permitted by Section 7.02(n). (c) Each Loan Party hereby appoints the Agent or its designee on behalf of the Agent as the Loan Parties’ attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Loan Party’s name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as the Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) The Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ account and to charge the Loan Parties therefor. The Loan Parties shall notify the Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. On or prior to the Effective Date, the Borrower shall assist the Administrative Agent in (ai) establishing, and, during the term of this Agreement, maintaining one or more lockboxes for itself and the Domestic Subsidiaries in the name of the Administrative Agent and identified on Schedule 8.01 hereto (collectively, the “Lockboxes”) with the financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (each being referred to as a “Lockbox Bank”), and entering into a Control Agreement relating to each Lockbox, and (ii) establishing, and during the term of this Agreement, maintaining an account (a “Collection Account” and, collectively, the “Collection Accounts”) in the name of the Administrative Agent with each Lockbox Bank, and entering into a Control Agreement with respect to each Collection Account; provided, however, that no deposit account of the Borrower used exclusively for remitting payroll to employees shall at any time be subject to a Control Agreement; provided, further, notwithstanding the foregoing, the Lockboxes for the Accounts Receivable of the Borrower and Kids Line shall be established within 14 days after the Effective Date. The Domestic Subsidiaries shall immediately and irrevocably instruct their Account Debtors, and the Borrower and Kids Line shall begin the process of irrevocably instructing its Account Debtors, with respect to their respective Accounts Receivable, to remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment as directed by the Administrative Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Loan Parties Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties Borrower may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Borrower and its Subsidiaries for the Administrative Agent’s benefit and on the Administrative Agent’s behalf, but at the Loan Parties’ Borrower’s expense; such privilege shall terminate, at the election of the any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrower or any of Domestic Subsidiaries from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesBorrower or any of its Domestic Subsidiaries, or as proceeds of any other Collateral, shall be held by the Loan Parties Borrower or such Subsidiary in trust for the Agent Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrower or such Subsidiary in original form and no later than the next Business Day after receipt thereof into a Collection Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (The Borrower or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties such Subsidiary shall not commingle such collections with the Loan Parties’ Borrower’s or such Subsidiary’s own funds or the funds of any other Subsidiary or Affiliate of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates Borrower or with the proceeds of any assets not included in the Collateral. At All funds received in the Agent’s Collection Accounts shall, after written election after of any Agent upon the occurrence and during the continuance of an Event of Default, all funds received in the Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Agent’s Account for application at the end of each Business Day Payment Office to reduce the then principal balance of the Term LoanObligations in accordance with Section 4.04(b), conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (ba) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of and, thereafter, the Collateral, and thereafter the Collateral Agent shall have the sole right to collect the Accounts Receivable and payment intangibles of the Borrower and its Subsidiaries (other than any CFC) and/or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance continuation of an Event of Default, the Loan Parties Borrower and its Subsidiaries shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account ReceivableReceivable or payment intangible in excess of $500, compromise or settle any such Account Receivable or such payment intangible for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except as permitted by Section 7.02(n). (cb) Each Loan Party The Borrower hereby appoints the each Agent or its designee on behalf of the such Agent as the Loan Parties’ Borrower’s attorney-in-fact with power exercisable during the continuance of an Event of Default to (i) endorse the Borrower’s or any Loan Party’s its Subsidiaries’ name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts ReceivableReceivable or payment intangibles of the Borrower and its Subsidiaries, to (ii) sign the Borrower’s or any Loan Party’s of its Subsidiaries’ name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts ReceivableReceivable or payment intangibles of the Borrower or its Subsidiaries, drafts against Account Debtors with respect to Accounts ReceivableReceivable or payment intangibles of the Borrower or its Subsidiaries, assignments and verifications of Accounts Receivable or payment intangibles and notices to Account Debtors with respect to Accounts ReceivableReceivable or payment intangibles of the Borrower or its Subsidiaries, to (iii) send verification of Accounts ReceivableReceivable of the Borrower or its Subsidiaries, and to (iv) notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party the Borrower or its Subsidiaries to such address as the such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (dc) Nothing herein contained shall be construed to constitute any Agent as agent of the Borrower or any of its Subsidiaries for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable of the Borrower or its Subsidiaries or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The AgentAgents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the any Agent and shall not be responsible in any way for the performance by any Loan Party the Borrower or its Subsidiaries of any of the terms and conditions thereof. (ed) If any Account Receivable of the Borrower or its Subsidiaries includes a charge for any tax payable to any Governmental Authority, the each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ Borrower’s account and to charge the Loan Parties Borrower therefor. The Loan Parties Borrower shall notify the Agent Agents if any Account Receivable of the Borrower or its Subsidiaries includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (fe) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) Avado has established and at all times shall maintain concentration accounts (the "Concentration Accounts") at the Concentration Account Bank and identified as the "Collateral Agent Accounts" in the Concentration Account Agreements (as defined below), and shall promptly deposit, and shall cause each of their Subsidiaries promptly to deposit, all Collections received by the Borrowers or any of their Subsidiaries from any source, and in any event no later than the second Business Day after the date of receipt thereof, (excluding cash retained at locations in accordance with customary practice), into the Concentration Accounts. From and after the Drawbridge Termination Date, the Borrowers, the Administrative Agent and the Concentration Account Bank shall have entered into concentration account agreements, including a depository account agreement and a account control agreement, in form and substance reasonably satisfactory to the Administrative Agent (the "Concentration Account Agreements"). Neither the Concentration Account Agreements nor the arrangements contemplated thereby shall be modified by the Borrowers or any of their Subsidiaries without the prior written consent of the Administrative Agent. Upon the terms and subject to the conditions set forth in the Concentration Account Agreements, all amounts received in the Concentration Accounts shall be deposited each Business Day into the Administrative Agent Account. Until the Administrative Agent has advised the Loan Parties Borrowers to the contrary after upon the occurrence and during the continuance of an Event of Default, the Loan Parties Borrowers and their Subsidiaries may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Account Receivables for the Agent’s benefit of, and on behalf of, the Agent’s behalf, but at Collateral Agent and the Loan Parties’ expense; such privilege shall terminate, at the election of the Agent, upon the occurrence and during the continuance of an Event of DefaultLenders. All Collections (including checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness Indebtedness) received directly by the Loan Parties from Borrowers or any of their Subsidiaries from any Account DebtorsDebtor or any other source (exclusive of the Lenders), whether as proceeds from Accounts Receivable of the Loan PartiesReceivable, or as proceeds of any other Collateral, or otherwise, shall be received and held by the applicable Loan Parties Party in trust for the Agent and the Lenders and upon receipt be deposited by the such Loan Parties Party in original form and no later than the next Business Day after receipt thereof into a Collection Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales)Concentration Accounts. The Loan Parties Borrowers shall not commingle such collections with the Loan Parties’ own funds or the funds of not, nor shall it permit any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates or to, commingle such Collections with the proceeds of any assets Loan. All Collections of each Subsidiary of the Borrowers deposited into the Concentration Accounts by such Subsidiary shall be deemed first to be a repayment of all outstanding Intercompany Advances made by any Loan Party to such Subsidiary, until paid in full, with all such remaining Collections being deemed to be a distribution by such Subsidiary to Borrowers through each Person who (directly or indirectly through one or more intermediaries) owns the Capital Stock of such Subsidiary, other than any limited partner of a Non-Wholly Owned Subsidiary. (b) The Administrative Agent shall charge the Loan Account on the last day of each month for one (1) Business Day of "clearance" or "float" at the rate applicable to Loans set forth in Section 4.01(a) on all Collections that are received by the Administrative Agent (regardless of whether forwarded by a Concentration Account Bank to the Administrative Agent, whether provisionally applied to reduce the Obligations under the Loan Documents, or otherwise). This across-the-board one (1) Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of the Lenders' financing of the Borrowers, and shall apply irrespective of the characterization of whether receipts are owned by the Borrowers or the Lenders, and whether or not included in there are any outstanding Loans, the Collateraleffect of such clearance or float charge being the equivalent of charging one (1) Business Day of interest on such Collections. At the Agent’s election after the occurrence and during the continuance of an Event of Default, all All funds received in the Collection Concentration Account in excess of $250,000 (calculated as of 2:00 p.m. New York City time) and after the payment (or accrual therefor of disbursements made that day) shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Agent’s Account for application at the end of each Business Day by wire transfer or Automated Clearing House Inc. payment to the Administrative Agent to be credited to the Loan Account for application to reduce the then principal balance of the Term LoanLoans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments instrument received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (bc) After the occurrence and during During the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Collateral Agent's security interest, held for the benefit of it and the Lenders’ security interest , to any and all Account Debtors or third parties holding or otherwise concerned with any of the CollateralDebtors, and thereafter during such time period, the Collateral Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral Accounts Receivable and the books and records relating thereto. After Except, in the occurrence and during the continuance absence of an a continuing Event of Default, if the Loan Parties aggregate amount of Accounts Receivable other than credit card receivables is more than $250,000, the Borrowers shall not, and shall not permit its Subsidiaries to, without prior written consent of the Administrative Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except as permitted by Section 7.02(n). (cd) Each Loan Party Avado and each other Borrower hereby appoints the Administrative Agent or its designee on behalf for the benefit of the Collateral Agent and the Lenders or their designee as the Loan Parties’ such Borrower's attorney-in-fact with power exercisable during the continuance of an any Event of Default Default: (i) to demand payment of the Accounts Receivable from Account Debtors, to enforce payment of the Accounts Receivable by legal proceedings or otherwise, and generally exercise all of such Borrower's rights and remedies with respect to the collection of the Accounts Receivable, (ii) to endorse any Loan Party’s such Borrower's name upon any notes, acceptances, checks, drafts, money orders checks or other evidences of payment relating to the Accounts Receivable, (iii) to sign any Loan Party’s such Borrower's name on any invoice or ▇▇▇▇ bill of lading relating to any of the Accounts Receivable, (iv) t▇ ▇▇gn such Borrower's name on any drafts against Account Debtors with respect to Accounts Receivable, (v) to prepare, file, and sign such Borrower's name to a proof of claim or similar document against any Account Debtor in connection with a bankruptcy proceeding commenced by or with respect to such Account Debtor, (vi) to use such Borrower's stationery and to sign such Borrower's name on any assignments and of Accounts Receivable, verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts ReceivableReceivables, and (vii) to send verification verifications of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as the Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee designate shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction)commission, or for any error of judgment or mistake of fact or lawlaw (other than acts, errors, or mistakes, constituting gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction); this power being coupled with an interest is irrevocable until all of the Term Loan Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (de) Nothing contained herein shall be construed to constitute the Collateral Agent, the Administrative Agent or any Lender as agent of the Borrowers or any of their Subsidiaries in connection with its actions under this Article XII for any purpose whatsoever, and the Collateral Agent, the Administrative Agent and the Lenders shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Accounts Receivable wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of the Collateral Agent, the Administrative Agent or the Lenders constituting gross negligence or willful misconduct as determined in a final order by a court of competent jurisdiction). The Collateral Agent, the Administrative Agent and the Lenders shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of omission the Collateral Agent, the Administrative Agent or commission the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct). The Collateral Agent, the Administrative Agent and the Lenders, by anything herein in this Article XII or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the Collateral Agent and shall not be responsible in any way for the performance by the Borrowers or any Loan Party of its Subsidiaries of any of the terms and conditions thereof. (ef) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Administrative Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ Borrowers' account and to charge the Loan Parties Borrowers therefor. The Loan Parties Borrowers shall notify the Administrative Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such noticenotice or actual knowledge of such tax, the Administrative Agent for the benefit of the Collateral Agent and the Lenders shall have not, to the right to retain the full proceeds of such Account Receivable and shall not fullest extent permitted by law, be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) With respect to the Account Receivables, the Parent shall and shall cause its Subsidiaries to, irrevocably instruct the Account Debtors to remit to the Agent Account all payments to be made by check or other draft and all payments to be made by wire transfer. Until the Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Account Receivables for the Agent’s 's benefit and on the Agent’s 's behalf, but at the Loan Parties’ ' expense; such privilege shall terminate, at the election of the Agent, upon the occurrence and during the continuance of an any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the any Loan Parties Party from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesReceivable, or as proceeds of any other Collateral, shall be received and held by the Loan Parties such Person in trust for the Agent and the Lenders and upon receipt be deposited by the Loan Parties such Person in original form and no later than the next Business Day after receipt thereof into a Collection the Agent Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the No Loan Parties Party shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties shall not commingle such collections with the any such Loan Parties’ Party's own funds or the funds of any Subsidiary or Affiliate of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates such Loan Party or with the proceeds of any assets not included in the Collateral. At The Agent shall charge the Agent’s election after Loan Account on the occurrence and during the continuance last day of an Event each month with three (3) collection days for all such collections, except wire transfers or other transfers of Default, all good funds. All funds received in the Collection Agent Account pursuant to this Section 7.01(a) shall be sent by wire transfer or Automated Clearing House, Inc. payment credited to the Agent’s Loan Account for application at the end of each Business Day to reduce the then principal balance of the Term LoanRevolving Loans, conditional upon final payment to the Agent. No checks, drafts or other instruments received by the Agent shall constitute final payment to the Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Agent may send a notice of assignment and/or notice of the Lenders’ Agent's security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance of an Event of Default, the Loan Parties The Parent shall not, and shall not permit its Subsidiaries to, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except except, in the absence of a continuing Event of Default, as permitted by Section 7.02(n6.02(o). (c) Each Loan Party hereby appoints the Agent or its designee on behalf of the Agent as the each such Loan Parties’ Party's attorney-in-fact with power exercisable during the continuance of an any Default or Event of Default to endorse any Loan Party’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any such Loan Party’s 's name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and and, to notify the Postal Service authorities to change the address for delivery of mail addressed to the Parent or any Loan Party of its Subsidiaries to such address as the Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee designate shall not be liable for any acts of omission or commission (other than acts of omission or commission omissions constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdictionmisconduct), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) Nothing herein contained shall be construed to constitute the Agent as agent of the Parent or any Subsidiary for any purpose whatsoever, and the Agent shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of the Agent constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of omission or commission the Agent constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, do does not assume any of the obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by the Parent or any Loan Party Subsidiary of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the applicable Loan Parties’ Party's account and to charge the Loan Parties therefor. The Each Loan Parties Party shall notify the Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Effective Date, the Loan Parties shall maintain one or more deposit accounts as identified on Schedule 7.01 hereto (collectively, the "Blocked Accounts") with the financial institutions set forth on Schedule 7.01 hereto or such other financial institutions selected by the Loan Parties and acceptable to the Agent in its sole discretion (each being referred to as a "Blocked Account Bank") which Blocked Accounts together with the securities accounts referred to below shall be under the "control" (as defined in Section 9-104(a) of the Uniform Commercial Code) of the Agent. No Loan Party, may, without the written consent of the Agent, maintain any deposit account or securities account not subject to a Blocked Account Agreement (other than the Pokagon Account and the other Excluded Accounts) or a securities account control agreement (except with respect to the Goldman Sachs account referred to in Section 4.03(a), but only until ▇▇▇▇ ▇▇me as such control agreement is required to be in place pursuant to Section 4.03(a)), as the case may be, and all current deposit and securities accounts other than the Pokagon Account and other Excluded Accounts are disclosed on Schedule 7.01. Until the Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable Collateral (including proceeds of material contacts set forth in Schedule 7.01) of the Loan Parties for the Agent’s 's benefit and on the Agent’s 's behalf, but at the Loan Parties’ ' expense; such privilege shall terminate, at the election of the Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agent and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Collection Blocked Account. Subject to Section 7.01(q), as soon as practicable after To the Effective Date and extent the Agent has exercised its rights in any event within 60 days after respect of the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties shall not commingle such collections with the Loan Parties’ own funds or the funds of any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. At the Agent’s election after the occurrence and during the continuance of Blocked Accounts following an Event of Default, all funds received in Agent shall charge the Collection Loan Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to on the Agent’s Account for application at the end last day of each Business Day to reduce the then principal balance of the Term Loan, conditional upon final payment to the Agent. No month with two (2) collection days for all such collections and under such circumstances no checks, drafts or other instruments received by the Agent shall constitute final payment to the Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Agent may send a notice of assignment and/or notice of the Lenders’ ' security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance of an Event of Default, the The Loan Parties shall not, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except except, in the absence of a continuing Event of Default, as permitted by Section 7.02(n6.02(o). (c) Each Loan Party hereby appoints the Agent or its designee on behalf of the Agent as the Loan Parties’ ' attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Loan Party’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Loan Party’s name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as the Agent may designate Collateral and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) The Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of with respect to the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom Collateral (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account Receivable Collateral includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ ' account and to charge the Loan Parties therefor. The Loan Parties shall notify the Agent if any Account Receivable Collateral includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent shall have the right to retain the full proceeds of such Account Receivable Collateral and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account ReceivableCollateral. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Effective Date, the Borrower and the Domestic Guarantors shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining one or more lockboxes identified on Schedule 8.01 hereto (collectively, the “Lockboxes”) with the financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Borrower and approved by the Administrative Agent (which approval shall not be unreasonably withheld) (each being referred to as a “Lockbox Bank”), and (ii) establishing, and during the term of this Agreement, maintaining an account (the “Collection Account”) with each Lockbox Bank as set forth on Schedule 8.01. The Borrower and the Domestic Guarantors shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Borrower and the Domestic Guarantors, to remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment as directed by the Administrative Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Loan Parties Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties Borrower and the Domestic Guarantors may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Borrower and such Domestic Guarantors for the Administrative Agent’s benefit and on the Administrative Agent’s behalf, but at the Loan Parties’ Borrower’s expense; such privilege shall terminate, at the election of the any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrower or any Domestic Guarantor from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesBorrower or such Domestic Guarantor, or as proceeds of any other Collateral, shall be held by the Loan Parties Borrower or such Domestic Guarantor in trust for the Agent Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrower or such Domestic Guarantor in original form and no later than the next Business Day after receipt thereof into a Collection Account. Subject to Section 7.01(q), as soon as practicable after Neither the Effective Date and in Borrower nor any event within 60 days after the Effective Date, the Loan Parties Domestic Guarantor shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties shall not commingle such collections with the Loan Parties’ Borrower’s or such Domestic Guarantor’s (as the case may be) own funds or the funds of any Subsidiary or Affiliate of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries Borrower or Affiliates such Domestic Guarantor (as the case may be) or with the proceeds of any assets not included in the Collateral. At the Agent’s election after the occurrence and during the continuance of an Event of Default, all All funds received in the Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Payment Office to be credited to the Administrative Agent’s Account for application at the end of each Business Day to reduce the then principal balance of the Term LoanRevolving Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may may, and at the request of the Administrative Agent or the Required Lenders, the Collateral Agent shall, send a notice of assignment and/or or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of and, thereafter, the Collateral, and thereafter the Collateral Agent shall have the sole right to collect the Accounts Receivable and/or and payment intangibles of the Borrower and the Domestic Guarantors or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance continuation of an Event of Default, the Loan Parties Borrower and the Domestic Guarantors shall not, without prior written consent of the AgentAgents, grant any extension of time of payment of any Account ReceivableReceivable or payment intangible, compromise or settle any Account Receivable or payment intangible for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except as permitted by Section 7.02(n). (c) Each Loan Party The Borrower and each Domestic Guarantor hereby appoints the each Agent or its designee on behalf of the such Agent as the Loan Parties’ Borrower’s and such Domestic Guarantor’s attorney-in-fact with provided that each Agent agrees not to exercise such power exercisable except upon the occurrence and during the continuance of an Event of Default to (i) endorse any Loan Partythe Borrower’s or such Domestic Guarantor’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts ReceivableReceivable or payment intangibles of the Borrower or such Domestic Guarantor, to (ii) sign any Loan Partythe Borrower’s or such Domestic Guarantor’s name on any invoice or ▇b▇▇▇ of lading relating to any of the Accounts ReceivableReceivable or payment intangibles of the Borrower or such Domestic Guarantor, drafts against Account Debtors with respect to Accounts ReceivableReceivable or payment intangibles of the Borrower or such Domestic Guarantor, assignments and verifications of Accounts Receivable or payment intangibles and notices to Account Debtors with respect to Accounts ReceivableReceivable or payment intangibles of the Borrower or such Domestic Guarantor, to (iii) send verification of Accounts ReceivableReceivable of the Borrower or such Domestic Guarantor, and to (iv) notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party the Borrower or such Domestic Guarantor to such address as the such Agent may designate and to do all other acts and things necessary to carry out this Agreement; provided that such Agent or designees shall use reasonable efforts to simultaneously provide a copy of such notification to the Borrower or such Domestic Guarantor (it being understood that failure of such Agent or designee to provide such notice to the Borrower shall not result in liability to such Agent or designee hereunder). All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents Commitments are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of the Borrower or any Domestic Guarantor for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction). The Agent Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable of the Borrower or the Domestic Guarantors or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction). The AgentAgents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the any Agent and shall not be responsible in any way for the performance by the Borrower or any Loan Party Domestic Guarantor of any of the terms and conditions thereof. (e) If any Account Receivable of the Borrower or any Domestic Guarantor includes a charge for any tax payable to any Governmental Authority, the each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ Borrower’s account and to charge the Loan Parties Borrower therefor. The Loan Parties Borrower and the Domestic Guarantors shall notify the Agent Agents if any Account Receivable of the Borrower or the Domestic Guarantors includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the date that is 30 days following the Effective Date, the Loan Parties shall establish, and during the term of this Agreement, maintain one or more accounts (each a “Collection Account” and, collectively, the “Collection Accounts”) with each bank set forth on Schedule 8.01 hereto or such other financial institution selected by the Loan Parties and reasonably acceptable to the Administrative Agent (each being referred to as a “Deposit Bank”). The Loan Parties shall be required to maintain control agreements over all of their deposit accounts (including the Collection Accounts, but excluding the Excluded Deposit Accounts). The Loan Parties shall irrevocably instruct their Account Debtors (including all credit card issuers and processors), with respect to Accounts Receivable of the Loan Parties, to remit all payments to be made by checks or drafts to the Collection Accounts and to remit all payments to be made by wire transfer or by ACH payment to the Collection Accounts. The Loan Parties shall deposit all amounts received by the Loan Parties in the Collection Account at such Deposit Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent’s benefit and on the Administrative Agent’s behalf, but at the Loan Parties’ expense; such privilege shall terminate, at the election of the any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agent Agents and the Lenders Lenders, and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Collection Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties shall not commingle such collections with the Loan Parties’ own funds or the funds of any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. At the Agent’s election after Upon the occurrence and during the continuance of an Event of Default, all funds received in the Collection Account Accounts shall be sent by wire transfer or Automated Clearing House, Inc. ACH payment to the Administrative Agent’s Account for application at the end of each Business Day to reduce the then principal balance of the Term LoanObligations, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Agents’ and the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuance of an Event of Default, the The Loan Parties shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except except, in the absence of a continuing Default or Event of Default, as permitted by Section 7.02(n7.02(o). (c) Each Loan Party hereby appoints the each Agent or its designee on behalf of the such Agent as the Loan Parties’ attorney-in-fact with power exercisable only during the continuance of an Event of Default to endorse any Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Loan Party’s name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as the such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Term Loan Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents Commitments are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of any Loan Party for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The AgentAgents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the any Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ account and to charge the Loan Parties therefor. The Loan Parties shall notify the Agent Agents if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.