Common use of Remedies Relating to Accounts Clause in Contracts

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, during the continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Obligors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (ii) upon the holders Administrative Agent’s request and at the expense of the Secured Obligations Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachiii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, during the continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Obligors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (ii) upon the holders Administrative Agent’s request and at the expense of the Secured Obligations Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachiii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Agent. In addition, upon the occurrence of an Event of Default and (ii) during the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtorscontinuation thereof, and the Administrative Agent or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including including, without limitation limitation, by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Administrative Agent in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent for the benefit of the Lenders in accordance with the provisions hereof shall be solely for applied to the Administrative Agent’s own convenience Secured Obligations in the order set forth in Section 2.12(b) of the Credit Agreement and that such Grantor Obligor shall not have any right, title or interest in such Accounts Proceeds or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Lenders shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor Obligor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Lenders and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations Lenders (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents, in which case such Indemnified Party shall not be entitled to the indemnification provisions hereunder. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantoran Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of Neither the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, during the continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Obligors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (ii) upon the holders Administrative Agent’s request and at the expense of the Secured Obligations Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachiii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Collateral Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Collateral Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Collateral Agent and (ii) the Administrative Collateral Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Collateral Agent or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Collateral Agent or of the Administrative Collateral Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Collateral Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof shall be solely for the Administrative Collateral Agent’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Neither the Collateral Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees Furthermore, during the continuation of an Event of Default, (i) the Collateral Agent shall have the right, but not the obligation, to indemnify make test verifications of the Administrative Agent Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Obligors shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications, (ii) upon the Collateral Agent’s request and at the expense of the Secured Obligations from Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and against all liabilitiestest verifications of, damagesand trial balances for, lossesthe Accounts and (iii) the Collateral Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Collateral Agent’s satisfaction the existence, actions, claims, judgments, costs, expenses, charges amount and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon (i) During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent Secured Party has exercised any or all of its rights and remedies hereunder, (iA) each Grantor will shall notify (such notice to be in form and substance satisfactory to the Secured Party) its Account Debtors and parties to the Material Contracts subject to a security interest hereunder that such Accounts and the Material Contracts have been assigned to the Secured Party and promptly upon request of the Administrative Agent Secured Party, instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Secured Party and (iiB) the Administrative Agent Secured Party shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent Secured Party or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent Secured Party or of the Administrative AgentSecured Party’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative AgentSecured Party’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. . (ii) Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent Secured Party in accordance with the provisions hereof shall be solely for the Administrative AgentSecured Party’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of Neither the Secured Obligations Party nor the Secured Parties shall have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees . (iii) During the continuation of an Event of Default, (A) the Secured Party shall have the right, but not the obligation, to indemnify make test verifications of the Administrative Agent Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Grantors shall furnish all such assistance and information as the Secured Party may require in connection with such test verifications, (B) upon the Secured Party’s request and at the expense of the Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Secured Party to furnish to the Secured Party reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (C) the Secured Party in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Secured Party’s satisfaction the existence, amount and terms of any Accounts. (iv) Upon the request of the Secured Obligations from and against all liabilitiesParty, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of each Grantor shall forward to the Secured Obligations (eachParty, an “Indemnified Party”) because on the last Business Day of the maintenance of the foregoing arrangements except as relating each week, deposit slips related to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officersall cash, employees or agents. In the case of any investigationmoney, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party checks or any other Person similar items of payment received by the Grantor during such week, and, if requested by the Secured Party, copies of such checks or any other Indemnified Party is otherwise similar items of payment, together with a party statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Secured Party.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify (or require any Grantor to notify) any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided hereinconvenience. The Administrative Agent and the holders of the Secured Obligations Parties shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Parties from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations Parties (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s Obligor's rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of and obligors on such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Obligor's Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s 's own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts Proceeds or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Lenders shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. The Agent shall have no obligation to apply or give credit for any item included in proceeds of Accounts or other Collateral until the applicable Lockbox Bank has received final payment therefor at its offices in cash. However, if the Agent does permit credit to be given for any item prior to a Lockbox Bank receiving final payment therefor and such Lockbox Bank fails to receive such final payment or an item is charged back to the Agent or any Lockbox Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such Lockbox Accounts, together with interest thereon at a rate per annum equal to the default rate set forth in Section 4.2 of the Credit Agreement. Each Grantor Obligor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Lenders from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations Lenders (each, an “"Indemnified Party”") because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantoran Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto. The Agent shall have no liability or responsibility to any Obligor for a Lockbox Bank accepting any check, draft or other order for payment of money bearing the legend "payment in full" or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance (it being understood that this sentence shall in no way affect the liability or responsibility of any such Lockbox Bank).

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, regardless of whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of and obligors on such Grantor have been assigned to the Administrative Agent or of the Administrative AgentObligor’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Parties shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, during the continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Obligors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (ii) upon the holders Administrative Agent’s request and at the expense of the Secured Obligations Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachiii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon (i) During the occurrence continuation of an Event of Default and during following the continuation thereofrequest of the Administrative Agent and solely with respect to Collateral, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (iA) each Grantor will shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a security interest hereunder that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the benefit of the Secured Parties and promptly upon request of the Administrative Agent Agent, instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (iiB) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. . (ii) Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and the holders of nor the Secured Obligations Parties shall have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify . (iii) During the continuation of an Event of Default, (A) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts constituting Collateral in any manner and through any medium that it reasonably considers advisable, and the holders Grantors shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications, (B) upon the Administrative Agent’s request and at the expense of the Secured Obligations from Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and against test verifications of, and trial balances for, the Accounts constituting Collateral and (C) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts constituting Collateral to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Accounts. (iv) Upon the request of the Administrative Agent during the existence of an Event of Default, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all liabilitiescash, damagesmoney, losseschecks or any other similar items of payment received by the Grantor during such week, actionsand, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred if requested by the Administrative Agent or the holders Agent, copies of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party checks or any other Person or any other Indemnified Party is otherwise similar items of payment, together with a party statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify (or require such Grantor to notify) any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, therein and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the other Secured Obligations Parties shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, upon the occurrence of an Event of Default and during the continuation thereof, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Grantors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (ii) upon the holders Administrative Agent’s request and at the expense of the Secured Obligations Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of and trial balances for, the Accounts and (eachiii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon (i) During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent Lender has exercised any or all of its rights and remedies hereunder, (iA) each Grantor will shall, at the request of the Lender, notify (such notice to be in form and substance satisfactory to the Lender) its Account Debtors subject to a security interest hereunder that such Accounts have been assigned to the Lender, for the benefit of the Secured Parties and promptly upon request of the Administrative Agent Lender, instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Lender and (iiB) the Administrative Agent Lender shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent Lender or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent Lender or of the Administrative AgentLender’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative AgentLender’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. . (ii) Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent Lender in accordance with the provisions hereof shall be solely for the Administrative AgentLender’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and Neither the holders of Lender nor the Secured Obligations Parties shall have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees . (iii) During the continuation of an Event of Default, (A) the Lender shall have the right, but not the obligation, to indemnify make test verifications of the Administrative Agent Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Grantors shall furnish all such assistance and information as the Lender may require in connection with such test verifications, (B) upon the Lender’s request and at the expense of the Secured Obligations from Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Lender to furnish to the Lender reports showing reconciliations, aging and against all liabilitiestest verifications of, damagesand trial balances for, lossesthe Accounts and (C) the Lender in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Lender’s satisfaction the existence, actionsamount and terms of any Accounts. (iv) During the continuation of an Event of Default, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by upon the Administrative Agent or the holders request of the Secured Obligations (eachLender, an “Indemnified Party”) because each Grantor shall forward to the Lender, on the last Business Day of the maintenance of the foregoing arrangements except as relating each week, deposit slips related to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officersall cash, employees or agents. In the case of any investigationmoney, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party checks or any other Person similar items of payment received by the Grantor during such week, and, if requested by the Lender, copies of such checks or any other Indemnified Party is otherwise similar items of payment, together with a party statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Lender.

Remedies Relating to Accounts. Upon During the occurrence continuance of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon the request of the Administrative Agent instruct all of its account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, during the continuance of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Obligors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (ii) upon the holders Administrative Agent’s request and at the expense of the Secured Obligations Obligors, the Obligors shall use commercially reasonable efforts to cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachiii) upon three (3) Business Days’ prior written notice to the Obligors, an “Indemnified Party”) because the Administrative Agent in its own name or in the name of others may communicate with account debtors on the maintenance of Accounts to verify with them to the foregoing arrangements except as relating to or arising out of Administrative Agent’s satisfaction the gross negligence or willful misconduct of an Indemnified Party or its officersexistence, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇s▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Collateral Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Collateral Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) Collateral Agent. In addition, the Administrative Collateral Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Collateral Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Collateral Agent or of the Administrative Collateral Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Collateral Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof shall be solely for the Administrative Collateral Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Collateral Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Collateral Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expensesexpenses and charges, charges and including reasonable attorneys’ fees and expenses, suffered or incurred by the Administrative Collateral Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto. All amounts due under this subsection shall be payable within ten (10) Business Days after demand therefor.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s Obligor's rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s Obligor's customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s 's security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s 's own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, during the continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Obligors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (ii) upon the holders Administrative Agent's request and at the expense of the Secured Obligations Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachiii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent's satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Credit Party will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any GrantorCredit Party’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any GrantorCredit Party’s customers and account debtors that the Accounts of such Grantor Credit Party have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor Credit Party or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Credit Party acknowledges and agrees that the cash Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for applied to the Administrative Agent’s own convenience Obligations pursuant to Section 10.3 after the occurrence and during the continuation of an Event of Default, and that such Grantor Credit Party shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Neither the Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Credit Party for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees Furthermore, during the continuation of an Event of Default, (i) the Agent shall have the right, but not the obligation, to indemnify make test verifications of the Administrative Agent Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Credit Parties shall furnish all such assistance and information as the Agent may require in connection with such test verifications, (ii) upon the Agent’s request and at the expense of the Secured Obligations from Credit Parties, the Credit Parties shall cause independent public accountants or others satisfactory to the Agent to furnish to the Agent reports showing reconciliations, aging and against all liabilitiestest verifications of, damagesand trial balances for, lossesthe Accounts and (iii) the Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Agent’s satisfaction the existence, actions, claims, judgments, costs, expenses, charges amount and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any GrantorAccount Debtors on such Obligor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof of this Section shall be solely for the Administrative Agent’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts Proceeds or in any such other amounts except as expressly provided herein. To the extent required by the Administrative Agent, each Obligor agrees to execute any document or instrument, and to take any action, necessary under applicable law (including the Assignment of Claims Act) in order for the Administrative Agent to exercise its rights and remedies (or be able to exercise its rights and remedies at some future date) with respect to any Accounts of such Obligor where the account debtor is a Governmental Authority. The Administrative Agent and the holders of the other Secured Obligations Parties shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor Obligor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Parties and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations Parties (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantoran Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s 's rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s 's customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s 's security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s 's own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees (including the allocated cost of internal counsel) suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “"Indemnified Party”") because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s Obligor's rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s Obligor's customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s 's security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s 's own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, during the continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Obligors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (ii) upon the holders Administrative Agent's request and at the expense of the Secured Obligations Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachiii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent's satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon the occurrence and during the continuance of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors Account Debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtorsAccount Debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors Account Debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s reasonable discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders Administrative Agent, for the benefit of the Secured Obligations Parties, in the Accounts. Each Grantor acknowledges and agrees that upon the occurrence and during the continuance of an Event of Default, the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and the holders of the nor any Secured Obligations Party shall have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right right, subject to applicable law, to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of and obligors on such Grantor have been assigned to the Administrative Agent or of the Administrative AgentObligor’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof of this Section shall be solely for the Administrative Agent’s own convenience in administering the provisions of this Security Agreement and that such Grantor Obligor shall not have any right, title or interest in such Accounts Proceeds or in any such other amounts except as expressly provided herein. To the extent required by the Administrative Agent, each Obligor agrees to execute any document or instrument, and to take any action, necessary under applicable law (including the Federal Assignment of Claims Act) in order for the Administrative Agent to exercise its rights and remedies (or be able to exercise its rights and remedies at some future date) with respect to any Accounts of such Obligor where the account debtor is a Governmental Authority. The Administrative Agent and the holders of the Secured Obligations Parties shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor Obligor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Parties from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations Parties (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantoran Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees Attorney Costs suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Agent. In addition, upon the occurrence of an Event of Default and (ii) during the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtorscontinuation thereof, and the Administrative Agent or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including including, without limitation limitation, by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Administrative Agent in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent for the benefit of the Lenders in accordance with the provisions hereof shall be solely for applied to the Administrative Agent’s own convenience Secured Obligations in the order set forth in Section 2.11(b) of the Credit Agreement and that such Grantor Obligor shall not have any right, title or interest in such Accounts Proceeds or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Lenders shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor Obligor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Lenders and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations Lenders (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents, in which case such Indemnified Party shall not be entitled to the indemnification provisions hereunder. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantoran Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) Agent. In addition, the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s Obligor's customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s 's security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Lenders in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s 's own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Lenders shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor Obligor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Lenders from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations Lenders (each, an “"Indemnified Party”") because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantoran Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify (or require any Grantor to notify) any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Parties shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Parties from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations Parties (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of Neither the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, (i) during the continuation of an Event of Default, the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Obligors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (ii) during the holders continuation of an Event of Default, upon the Administrative Agent’s request and at the expense of the Secured Obligations Obligors, the Obligors shall use commercially reasonable efforts to cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (each, iii) during the continuation of an “Indemnified Party”Event of Default under Section 9.01(a) because or (f) of the maintenance Credit Agreement, the Administrative Agent in its own name or in the name of others may communicate with account debtors on the foregoing arrangements except as relating Accounts to or arising out of verify with them to the gross negligence or willful misconduct of an Indemnified Party or its officersAdministrative Agent’s satisfaction the existence, employees or agents. In the case amount and terms of any investigationAccounts. Notwithstanding the forgoing, litigation this Section 7(b) shall not apply to Accounts that are not Collateral or other proceedingthat have been sold, the foregoing indemnity shall be effective whether transferred or not such investigation, litigation or proceeding is brought by conveyed to a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise Receivables Financing SPC pursuant to a party theretoPermitted Receivables Financing.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify (or require any Grantor to notify) any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Parties shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, upon the occurrence of an Event of Default and during the continuation thereof, (x) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Grantors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (y) upon the holders Administrative Agent’s request and at the expense of the Secured Obligations Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachz) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees Attorney Costs suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its partners, officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, and upon either acceleration of the Secured Obligations pursuant to the terms and conditions of the Credit Agreement or the maturity of the Secured Obligations and the Obligors’ failure to pay the Secured Obligations, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) Agent. In addition, the Administrative Agent or its designee shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, debtors and the Administrative Agent or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Lenders in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Lenders shall have no liability or responsibility to any Grantor Obligor for acceptance in good faith of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor Obligor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Lenders from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations Lenders (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantoran Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Agent. In addition, upon the occurrence of an Event of Default and (ii) during the Administrative continuation hereof the Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees attorney costs suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of and obligors on such Grantor have been assigned to the Administrative Agent or of the Administrative AgentObligor’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof of this Section shall be solely for the Administrative Agent’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts Proceeds or in any such other amounts except as expressly provided herein. To the extent required by the Administrative Agent, each Obligor agrees to execute any document or instrument, and to take any action, necessary under applicable law (including the Federal Assignment of Claims Act) in order for the Administrative Agent to exercise its rights and remedies (or be able to exercise its rights and remedies at some future date) with respect to any Accounts of such Obligor where the account debtor is a Governmental Authority. The Administrative Agent and the holders of the Secured Obligations Lenders shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor Obligor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Lenders and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations Lenders (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantoran Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Collateral Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Collateral Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected in writing by the Administrative Collateral Agent and (ii) the Administrative Collateral Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Collateral Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Collateral Agent or of the Administrative Collateral Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Collateral Agent’s reasonable discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof shall be solely for the Administrative Collateral Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided hereinherein or in any other Loan Document. The Administrative Neither the Collateral Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees Furthermore, after the occurrence and during the continuation of an Event of Default, (i) the Collateral Agent shall have the right, but not the obligation, to indemnify make test verifications of the Administrative Agent Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Grantors shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications, (ii) upon the Collateral Agent’s request and at the expense of the Secured Obligations from Grantors, the Grantors shall use their commercially reasonable efforts to cause independent public accountants or others reasonably satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and against all liabilitiestest verifications of, damagesand trial balances for, lossesthe Accounts and (iii) the Collateral Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Collateral Agent’s satisfaction the existence, actions, claims, judgments, costs, expenses, charges amount and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon During the occurrence continuance of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent Lender has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent Lender instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Lender and (ii) the Administrative Agent Lender shall have the right to enforce any Grantor’s Obligor's rights against its customers and account debtors, and the Administrative Agent Lender or its designee may notify any Grantor’s Obligor's customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent Lender or of the Administrative Agent’s Lender's security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s ▇▇▇▇▇▇'s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent Lender in accordance with the provisions hereof shall be solely for the Administrative Agent’s ▇▇▇▇▇▇'s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Lender shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees Furthermore, during the continuance of an Event of Default, (i) Lender shall have the right, but not the obligation, to indemnify make test verifications of the Administrative Agent Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Obligors shall furnish all such assistance and information as Lender may require in connection with such test verifications, (ii) upon Lender's request and at the expense of the Secured Obligations from Obligors, the Obligors shall cause independent public accountants or others satisfactory to Lender to furnish to Lender reports showing reconciliations, aging and against all liabilitiestest verifications of, damagesand trial balances for, lossesthe Accounts and (iii) Lender in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to ▇▇▇▇▇▇'s satisfaction the existence, actions, claims, judgments, costs, expenses, charges amount and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon (i) During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (iA) each Grantor will shall, upon the Administrative Agent’s request, notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors subject to a security interest hereunder that such Accounts have been assigned to the Administrative Agent, for the benefit of the Secured Parties and promptly upon request of the Administrative Agent Agent, instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (iiB) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtorsdebtors with respect to Accounts constituting Collateral, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the such Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any such Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. Accounts constituting Collateral. (ii) Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and the holders of nor the Secured Obligations Parties shall have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify . (iii) During the continuation of an Event of Default, (A) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts constituting Collateral in any manner and through any medium that it reasonably considers advisable, and the holders Grantors shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications, (B) upon the Administrative Agent’s request and at the expense of the Secured Obligations from Grantors, the Grantors shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and against test verifications of, and trial balances for, such Accounts and (C) the Administrative Agent in its own name or in the name of others may communicate with account debtors on such Accounts to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Accounts. (iv) Upon the request of the Administrative Agent during the continuation of an Event of Default, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all liabilitiescash, damagesmoney, losseschecks or any other similar items of payment received by the Grantor during such week, actionsand, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred if requested by the Administrative Agent or the holders Agent, copies of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party checks or any other Person or any other Indemnified Party is otherwise a party theretosimilar items of payment.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Collateral Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Collateral Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Collateral Agent and (ii) the Administrative Collateral Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Collateral Agent or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Collateral Agent or of the Administrative Collateral Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including including, without limitation limitation, by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Collateral Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof shall be solely for the Administrative Collateral Agent’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Neither the Collateral Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees Furthermore, during the continuation of an Event of Default, (i) the Collateral Agent shall have the right, but not the obligation, to indemnify make test verifications of the Administrative Agent Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Obligors shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications, (ii) upon the Collateral Agent’s request and at the expense of the Secured Obligations from Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and against all liabilitiestest verifications of, damagesand trial balances for, lossesthe Accounts and (iii) the Collateral Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Collateral Agent’s satisfaction the existence, actions, claims, judgments, costs, expenses, charges amount and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s Obligor's rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of and obligors on such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Obligor's Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s 's own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Lenders shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, during the continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Obligors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (ii) upon the holders Administrative Agent's request and at the expense of the Secured Obligations Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachiii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent's satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇s▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees (including the allocated cost of internal counsel) suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon During the occurrence continuance of an Event of Default and during the continuation thereofa Credit Event, whether or not the Administrative Agent Servicer has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon the request of the Administrative Agent Servicer instruct all of its account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Servicer and (ii) the Administrative Agent Servicer shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent Servicer or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent Servicer or of the Administrative AgentServicer’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative AgentServicer’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent Servicer in accordance with the provisions hereof shall be solely for the Administrative AgentServicer’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and Neither the Servicer nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees Furthermore, during the continuance of a Credit Event, (i) the Servicer shall have the right, but not the obligation, to indemnify make test verifications of the Administrative Agent Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Obligors shall furnish all such assistance and information as the Servicer may require in connection with such test verifications, (ii) upon the Servicer’s request and at the expense of the Secured Obligations from Obligors, the Obligors shall use commercially reasonable efforts to cause independent public accountants or others satisfactory to the Servicer to furnish to the Servicer reports showing reconciliations, aging and against all liabilitiestest verifications of, damagesand trial balances for, lossesthe Accounts and (iii) upon three (3) Business Days’ prior written notice to the Obligors, actionsthe Servicer in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Servicer’s satisfaction the existence, claims, judgments, costs, expenses, charges amount and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Collateral Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Collateral Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected in writing by the Administrative Collateral Agent and (ii) the Administrative Collateral Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Collateral Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Collateral Agent or of the Administrative Collateral Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Collateral Agent’s reasonable discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof shall be solely for the Administrative Collateral Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided hereinherein or in any other Loan Document. The Administrative Neither the Collateral Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees Furthermore, after the occurrence and during the continuation of an Event of Default, (i) the Collateral Agent shall have the right, but not the obligation, to indemnify make test verifications of the Administrative Agent Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Grantors shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications, (ii) upon the Collateral Agent’s request and at the expense of the Secured Obligations from Grantors, the Grantors shall use its commercially reasonable efforts to cause independent public accountants or others reasonably satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and against all liabilitiestest verifications of, damagesand trial balances for, lossesthe Accounts and (iii) the Collateral Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Collateral Agent’s satisfaction the existence, actions, claims, judgments, costs, expenses, charges amount and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Collateral Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Collateral Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Collateral Agent and (ii) the Administrative Collateral Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Collateral Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Collateral Agent or of the Administrative Collateral Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Collateral Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof shall be solely for the Administrative Collateral Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Collateral Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Collateral Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees (including the allocated cost of internal counsel) suffered or incurred by the Administrative Collateral Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Collateral Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Collateral Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of and obligors on such Grantor have been assigned to the Administrative Agent or of the Administrative AgentObligor’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof of this Section shall be solely for the Administrative Collateral Agent’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts Proceeds or in any such other amounts except as expressly provided herein. To the extent required by the Collateral Agent, each Obligor agrees to execute any document or instrument, and to take any action, necessary under applicable law in order for the Collateral Agent to exercise its rights and remedies (or be able to exercise its rights and remedies at some future date) with respect to any Accounts of such Obligor where the account debtor is a Governmental Authority; provided, however, unless an Event of Default has occurred and is continuing, the Collateral Agent shall hold in escrow all documents and instruments executed by the Obligors to comply with applicable state law and shall not file such documents and instruments with any Governmental Authority. The Administrative Collateral Agent and the holders of the Secured Obligations Parties shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor Obligor (other than the SN Note Obligors with respect to the Note Obligations, but without limiting the obligation of any SN Note Obligor to provide the indemnity required hereby with respect to the SN Intercompany Notes Obligations) hereby agrees to indemnify the Administrative Agent and the holders of Collateral Agent, the Secured Obligations Parties (other than the Initial Borrower) and their affiliates and their respective officers, directors, employees and agents from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Collateral Agent or the holders of the such Secured Obligations Parties (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents, as finally determined by a court of competent jurisdiction. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantoran Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right right, subject to applicable law, to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of and obligors on such Grantor have been assigned to the Administrative Agent or of the Administrative AgentObligor’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof of this Section shall be solely for the Administrative Agent’s own convenience in administering the provisions of this Security Agreement and that such Grantor Obligor shall not have any right, title or interest in such Accounts Proceeds or in any such other amounts except as expressly provided herein. To the extent required by the Administrative Agent, each Obligor agrees to execute any document or instrument, and to take any action, necessary under applicable law (including the Federal Assignment of Claims Act) in order for the Administrative Agent to exercise its rights and remedies (or be able to exercise its rights and remedies at some future date) with respect to any Accounts of such Obligor where the account debtor is a Governmental Authority. The Administrative Agent and the holders of the Secured Obligations Parties shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor Obligor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Parties and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates (each, an “Indemnified Party”) from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “any such Indemnified Party”) Party because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an such Indemnified Party or its officers, employees directors, employees, partners, members, counsel, agents, representatives, advisors or agentsaffiliates. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantoran Obligor, its directors, shareholders or creditors or by an Indemnified Party or any other Person Person, and whether or not any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its other rights and remedies hereunder, and in addition to the other rights and remedies hereunder or under applicable Law, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify (or require any Grantor to notify) any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, attach, levy, compound, settle, compromise and give receipt and acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided hereinconvenience. The Administrative Agent and the holders of the Secured Obligations Parties shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s Obligor's customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s 's security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, sue ▇▇▇ for▇, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Lenders in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s 's own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Lenders shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing 134 the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor Obligor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Lenders from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) Lenders because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party the Agent or a Lender or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s reasonable discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, during the continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Obligors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (ii) upon the holders Administrative Agent’s request and at the expense of the Secured Obligations Obligors, the Obligors shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachiii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and solely during the continuation thereof, whether or not the Administrative Collateral Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Collateral Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Collateral Agent and (ii) the Administrative Collateral Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Collateral Agent or its designee may notify (or require such Grantor to notify) any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Collateral Agent or of the Administrative Collateral Agent’s security interest therein, therein and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Collateral Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof shall be solely for the Administrative Collateral Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Collateral Agent and the holders of the other Secured Obligations Parties shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees Furthermore, upon the occurrence of an Event of Default and solely during the continuation thereof, (A) the Collateral Agent shall have the right, but not the obligation, to indemnify make test verifications of the Administrative Agent Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Grantors shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications, (B) upon the Collateral Agent’s request and at the expense of the Secured Obligations from Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and against all liabilitiestest verifications of and trial balances for, damagesthe Accounts and (C) the Collateral Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Collateral Agent’s satisfaction the existence, losses, actions, claims, judgments, costs, expenses, charges amount and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. (i) Upon the occurrence of an Event of Default and during the continuation thereofcontinuance of a Put Option Event, whether or not the Administrative Purchaser Agent has exercised any or all of its rights and remedies hereunder, (iA) upon request of the Purchaser Agent, each Grantor will shall notify (such notice to be in form and substance satisfactory to the Purchaser Agent) its Account Debtors and parties to the Material Contracts subject to a security interest hereunder that such Accounts and the Material Contracts have been assigned to the Purchaser Agent, for the benefit of the Secured Parties and promptly upon request of the Administrative Agent Purchaser Agent, instruct all account debtors Account Debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Purchaser Agent and (iiB) the Administrative Purchaser Agent shall have the right to enforce any Grantor’s rights against its customers and account debtorsAccount Debtors, and the Administrative Purchaser Agent or its designee may notify any Grantor’s customers and account debtors Account Debtors that the Accounts of such Grantor have been assigned to the Administrative Purchaser Agent or of the Administrative Purchaser Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Purchaser Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. . (ii) Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Purchaser Agent in accordance with the provisions hereof shall be solely for the Administrative Purchaser Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Neither the Purchaser Agent and the holders of nor the Secured Obligations Parties shall have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees . (iii) Upon the occurrence and during the continuance of a Put Option Event, (A) the Purchaser Agent shall have the right, but not the obligation, to indemnify make test verifications of the Administrative Agent Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Grantors shall furnish all such assistance and information as the Purchaser Agent may require in connection with such test verifications, (B) upon the Purchaser Agent’s request and at the expense of the Secured Obligations from Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Purchaser Agent to furnish to the Purchaser Agent reports showing reconciliations, aging and against all liabilitiestest verifications of, damagesand trial balances for, lossesthe Accounts and (C) the Purchaser Agent in its own name or in the name of others may communicate with Account Debtors on the Accounts to verify with them to the Purchaser Agent’s satisfaction the existence, actionsamount and terms of any Accounts. (iv) Upon the occurrence and during the continuance of a Put Option Event, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by upon the Administrative Agent or the holders request of the Secured Obligations (eachPurchaser Agent, an “Indemnified Party”) because each Grantor shall forward to the Purchaser Agent, on the last Business Day of the maintenance of the foregoing arrangements except as relating each week, deposit slips related to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officersall cash, employees or agents. In the case of any investigationmoney, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party checks or any other Person similar items of payment received by the Grantor during such week, and, if requested by the Purchaser Agent, copies of such checks or any other Indemnified Party is otherwise similar items of payment, together with a party statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Purchaser Agent.

Remedies Relating to Accounts. Upon the occurrence of If an Event of Default has occurred and during the continuation thereofis continuing, whether or not the Administrative Agent Lender has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent Lender instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Lender and (ii) the Administrative Agent Lender shall have the right to enforce any Grantor’s Obligor's rights against its customers and account debtors, and the Administrative Agent Lender or its designee may notify any Grantor’s Obligor's customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent Lender or of the Administrative Agent’s Lender's security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s Lender's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent Lender in accordance with the provisions hereof shall be solely for the Administrative Agent’s Lender's own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Lender shall not have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees Furthermore, if an Event of Default has occurred and is continuing, (i) the Lender shall have the right, but not the obligation, to indemnify make test verifications of the Administrative Agent Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Obligors shall furnish all such assistance and information as the Lender may require in connection with such test verifications, (ii) upon the Lender's request and at the expense of the Secured Obligations from Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Lender to furnish to the Lender reports showing reconciliations, aging and against all liabilitiestest verifications of, damagesand trial balances for, lossesthe Accounts and (hi) the Lender in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Lender's satisfaction the existence, actions, claims, judgments, costs, expenses, charges amount and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon (i) During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (iA) each Grantor will shall, promptly following the Administrative Agent’s written request, notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a security interest hereunder that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the benefit of the Secured Parties and promptly upon written request of the Administrative Agent Agent, instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (iiB) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇s▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. . (ii) Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and the holders of nor the Secured Obligations Parties shall have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify . (iii) During the continuation of an Event of Default, (A) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Grantors shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications, (B) upon the Administrative Agent’s request and at the expense of the Secured Obligations from Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and against test verifications of, and trial balances for, the Accounts and (C) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Accounts. (iv) Upon the request of the Administrative Agent during the continuation of an Event of Default, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all liabilitiescash, damagesmoney, losseschecks or any other similar items of payment received by the Grantor during such week, actionsand, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred if requested by the Administrative Agent or the holders Agent, copies of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party checks or any other Person or any other Indemnified Party is otherwise similar items of payment, together with a party statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of Neither the Administrative Agent in accordance with nor the provisions hereof Secured Parties shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, during the continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Obligors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (ii) upon the holders Administrative Agent’s request and at the expense of the Secured Obligations Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachiii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon (i) During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (iA) each Grantor will promptly shall, upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest thereinrequest, and may notify (either in its own name or in the name of a Grantor or bothsuch (ii) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and the holders of nor the Secured Obligations Parties shall have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify . (iii) During the continuation of an Event of Default, (A) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts constituting Collateral in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Grantors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (B) upon the holders Administrative Agent’s request and at the expense of the Secured Obligations Grantors, the Grantors shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, such Accounts and (eachC) the Administrative Agent in its own name or in the name of others may communicate with account debtors on such Accounts to verify with them to the Administrative Agent’s satisfaction the existence, an “Indemnified Party”amount and terms of any Accounts. (iv) because Upon the request of the maintenance of Administrative Agent during the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct continuation of an Indemnified Party or its officersEvent of Default, employees or agents. In each Grantor shall forward to the case Administrative Agent, on the last Business Day of any investigationeach week, litigation or other proceedingdeposit slips related to all cash, the foregoing indemnity shall be effective whether or not such investigationmoney, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party checks or any other Person or any other Indemnified Party is otherwise a party thereto.similar items of payment received by the

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s Obligor's customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s 's security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, sue ▇▇▇ for▇, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Lenders in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s 's own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Lenders shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor Obligor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.indemnify

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s Obligor's rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of and obligors on such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Obligor's Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof of this Section shall be solely for the Administrative Agent’s 's own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts Proceeds or in any such other amounts except as expressly provided herein. The After the occurrence and during the continuance of an Event of Default, to the extent required by the Administrative Agent, each Obligor agrees to execute any document or instrument, and to take any action, necessary under applicable law (including the Federal Assignment of Claims Act) in order for the Administrative Agent to exercise its rights and remedies (or be able to exercise its rights and remedies at some future date) with respect to any Accounts of such Obligor where the account debtor is a Governmental Authority. After the occurrence and during the continuance of an Event of Default, the Administrative Agent and the holders of the Secured Obligations Parties shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor Obligor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Parties and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations Parties (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except (x) with respect to any Indemnified Party, as relating to or arising out of the gross negligence or willful misconduct of an such Indemnified Party or its officers, employees or agentsagents and (y) no consequential damages shall be required to be paid. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantoran Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Collateral Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Collateral Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) Collateral Agent. In addition, the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Collateral Agent or its designee may notify any Grantor’s 's customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Collateral Agent or of the Administrative Collateral Agent’s 's security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Collateral Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof shall be solely for the Administrative Collateral Agent’s 's own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Collateral Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Collateral Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees suffered or incurred by the Administrative Collateral Agent or the holders of the Secured Obligations (each, an “"Indemnified Party”") because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees (including the allocated cost of internal counsel) suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon (i) During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Joint Administrative Agent has exercised any or all of its rights and remedies hereunder, (iA) each Grantor will the Borrower shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a security interest hereunder that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the benefit of the Secured Parties and promptly upon request of the Administrative Agent Agent, instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Joint Administrative Agent and (iiB) the Joint Administrative Agent shall have the right to enforce any Grantorthe Borrower’s rights against its customers and account debtors, and the Joint Administrative Agent or its designee may notify any Grantorthe Borrower’s customers and account debtors that the Accounts of such Grantor the Borrower have been assigned to the Joint Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor the Borrower or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. Each Grantor . (ii) The Borrower acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Joint Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor the Borrower shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Joint Administrative Agent and the holders of nor the Secured Obligations Parties shall have no any liability or responsibility to any Grantor the Borrower for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees . (iii) During the continuation of an Event of Default, (A) the Joint Administrative Agent shall have the right, but not the obligation, to indemnify make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Borrower shall furnish all such assistance and information as the Joint Administrative Agent may require in connection with such test verifications, (B) upon the Administrative Agent Agent’s request and at the holders expense of the Secured Obligations from Borrower, the Borrower shall cause independent public accountants or others satisfactory to the Joint Administrative Agent to furnish to the Joint Administrative Agent reports showing reconciliations, aging and against test verifications of, and trial balances for, the Accounts and (C) the Joint Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Accounts. (iv) Upon the request of the Administrative Agent, the Borrower shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all liabilitiescash, damagesmoney, losseschecks or any other similar items of payment received by the Borrower during such week, actionsand, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred if requested by the Administrative Agent or the holders Agent, copies of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party checks or any other Person or any other Indemnified Party is otherwise similar items of payment, together with a party statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Collateral Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Collateral Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) Collateral Agent. In addition, the Administrative Collateral Agent shall have the right to enforce any Grantor’s 's rights against its customers and account debtors, and the Administrative Collateral Agent or its designee may notify any Grantor’s 's customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Collateral Agent or of the Administrative Collateral Agent’s 's security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Collateral Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof shall be solely for the Administrative Collateral Agent’s 's own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Collateral Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Collateral Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees Attorney Costs suffered or incurred by the Administrative Collateral Agent or the holders of the Secured Obligations (each, an “"Indemnified Party”") because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Agent. In addition, upon the occurrence of and (ii) Event of Default, and during the continuation thereof, the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Parties shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Parties from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ attorney fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations Parties (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify (or require any Grantor to notify) any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Parties shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, upon the occurrence of an Event of Default and during the continuation thereof, (x) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Grantors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (y) upon the holders Administrative Agent’s request and at the expense of the Secured Obligations Grantors, the Grantors shall furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachz) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during (and, if the continuation Intercreditor Agreement is then in effect, subject to the terms thereof), whether or not the Administrative Collateral Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Collateral Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Collateral Agent and (ii) the Administrative Collateral Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Collateral Agent or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Collateral Agent or of the Administrative Collateral Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including including, without limitation limitation, by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Collateral Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Pari Passu Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof shall be solely for the Administrative Collateral Agent’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Neither the Collateral Agent and nor the holders of the Pari Passu Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees Furthermore, during the continuation of an Event of Default, (i) the Collateral Agent shall have the right, but not the obligation, to indemnify make test verifications of the Administrative Agent Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Obligors shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications, (ii) upon the Collateral Agent’s request and at the expense of the Secured Obligations from Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and against all liabilitiestest verifications of, damagesand trial balances for, lossesthe Accounts and (iii) the Collateral Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Collateral Agent’s satisfaction the existence, actions, claims, judgments, costs, expenses, charges amount and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon the occurrence and during the continuation of an Event of Default and during the continuation thereof, whether Default: (i) Whether or not the Administrative Agent Lender has exercised any or all of its rights and remedies hereunder, (iA) at the Lender’s request, each Grantor will shall notify (such notice to be in form and substance satisfactory to the Lender) its Account Debtors that such Accounts have been assigned to the Lender, for the benefit of Secured Parties, and promptly upon the request of the Administrative Agent Lender, instruct all account debtors Account Debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Lender and (iiB) the Administrative Agent Lender shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent Lender or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent Lender or of the Administrative AgentLender’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative AgentLender’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. granted hereunder. (ii) Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent Lender in accordance with the provisions hereof shall be solely for the Administrative AgentLender’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and Neither the holders of Lender nor the Secured Obligations Parties shall have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees . (iii) (A) the Lender shall have the right, but not the obligation, to indemnify make test verifications of the Administrative Agent Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Grantors shall furnish all such assistance and information as the Lender may require in connection with such test verifications, (B) upon the Lender’s request and at the expense of the Secured Obligations from Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Lender to furnish to the Lender reports showing reconciliations, aging and against all liabilitiestest verifications of, damagesand trial balances for, lossesthe Accounts and (C) the Lender in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Lender’s satisfaction the existence, actions, claims, judgments, costs, expenses, charges amount and reasonable attorneys’ fees suffered or incurred by terms of any Accounts. (iv) Upon the Administrative Agent or the holders request of the Secured Obligations (eachLender, an “Indemnified Party”) because each Grantor shall forward to the Lender, on the last Business Day of the maintenance of the foregoing arrangements except as relating each week, deposit slips related to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officersall cash, employees or agents. In the case of any investigationmoney, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party checks or any other Person similar items of payment received by the Grantor during such week, and, if requested by the Lender, copies of such checks or any other Indemnified Party is otherwise similar items of payment, together with a party statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Lender.

Remedies Relating to Accounts. Upon (i) During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent Lender has exercised any or all of its rights and remedies hereunder, (iA) each Grantor will shall notify (such notice to be in form and substance satisfactory to the Lender) its Account Debtors and parties to its material contracts subject to a security interest hereunder that such Accounts and material contracts have been assigned to the Lender and promptly upon request of the Administrative Agent Lender, instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Lender and (iiB) the Administrative Agent Lender shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent Lender or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent Lender or of the Administrative AgentLender’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative AgentLender’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Lender in the Accounts. . (ii) Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent Lender in accordance with the provisions hereof shall be solely for the Administrative AgentLender’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Lender shall not have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees . (iii) During the continuation of an Event of Default, (A) the Lender shall have the right, but not the obligation, to indemnify make test verifications of the Administrative Agent Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Grantors shall furnish all such assistance and information as the Lender may require in connection with such test verifications, (B) upon the Lender’s request and at the expense of the Secured Obligations from Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Lender to furnish to the Lender reports showing reconciliations, aging and against all liabilitiestest verifications of, damagesand trial balances for, lossesthe Accounts and (C) the Lender in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Lender’s satisfaction the existence, actionsamount and terms of any Accounts. (iv) During the continuation of an Event of Default, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by upon the Administrative Agent or the holders request of the Secured Obligations (eachLender, an “Indemnified Party”) because each Grantor shall forward to the Lender, on the last Business Day of the maintenance of the foregoing arrangements except as relating each week, deposit slips related to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officersall cash, employees or agents. In the case of any investigationmoney, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party checks or any other Person similar items of payment received by the Grantor during such week, and, if requested by the Lender, copies of such checks or any other Indemnified Party is otherwise similar items of payment, together with a party statement showing the application of all payments on the 13 Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Lender.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s Obligor's customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s 's security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangementthrough the Lockboxes), receive, take receipt for, sell, sue ▇▇▇ for▇, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Lenders in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s 's own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and may apply all or any part of any Proceeds of Accounts or other Collateral received by it from any source to the holders payment of the Secured Obligations (whether or not then due and payable). The Agent shall have no liability obligation to apply or responsibility to give credit for any Grantor for acceptance item included in proceeds of a check, draft Accounts or other order Collateral until the applicable Lockbox Bank has received final payment therefor at its offices in cash. However, if the Agent does permit credit to be given for any item prior to a Lockbox Bank receiving final payment of money bearing therefor and such Lockbox Bank fails to receive such final payment or an item is charged back to the legend “payment in full” or words of similar import Agent or any other restrictive legend or endorsement or be responsible Lockbox Bank for determining any reason, the correctness Agent may at its election in either instance charge the amount of such item back against any remittancesuch Lockbox Accounts, together with interest thereon at a rate per annum equal to the default rate specified in Section 4.2 of the Credit Agreement for Revolving Loans that are Base Rate Loans. Each Grantor Obligor hereby agrees to indemnify indemnifies the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees (except such as result from the Agent's gross negligence or willful misconduct) suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating arrangements. The Agent shall have no liability or responsibility to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officersany Obligor for a Lockbox Bank accepting any check, employees or agents. In the case of any investigation, litigation draft or other proceeding, order for payment of money bearing the foregoing indemnity shall be effective whether legend "payment in full" or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party words of similar import or any other Person or any other Indemnified Party is otherwise a party thereto.restrictive legend or

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s Obligor's rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s Obligor's customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s 's security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s 's own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, during the continuation of an Event of Default, (A) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Obligors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (B) upon the holders Administrative Agent's request and at the expense of the Secured Obligations Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachC) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent's satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Collateral Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Collateral Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) Collateral Agent. In addition, the Administrative Collateral Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Collateral Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Collateral Agent or of the Administrative Collateral Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Collateral Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof shall be solely for the Administrative Collateral Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Collateral Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Collateral Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees and disbursements suffered or incurred by the Administrative Collateral Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or CHAR1\887101v3 not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantorof the Obligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Administrative Agent in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and nor the holders of the Secured Obligations Lenders shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, during the continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Obligors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may reasonably require in connection with such test verifications, (ii) upon the holders Administrative Agent’s request and at the expense of the Secured Obligations Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachiii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s Obligor's rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s Obligor's customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s 's security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s 's own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, during the continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Obligors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may reasonably require in connection with such test verifications, (ii) upon the holders Administrative Agent’s request and at the expense of the Secured Obligations Obligors, the Obligors shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachiii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent's satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Agent. In addition, upon the occurrence and (ii) during the continuance of an Event of Default and prior written notice to such Grantor, the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the Administrative Agent and the other holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the other holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the other holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees and disbursements suffered or incurred by the Administrative Agent or the other holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto. All amounts due under this subsection shall be payable within ten (10) Business Days after demand therefor.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s Obligor's rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of and obligors on such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Obligor's Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof of this Section shall be solely for the Administrative Agent’s 's own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts Proceeds or in any such other amounts except as expressly provided herein. After the occurrence and during the continuance of an Event of Default, to the extent required by the Administrative Agent, each Obligor agrees to execute any document or instrument, and to take any action, necessary under applicable law (including the Federal Assignment of Claims Act) in order for the Administrative Agent to exercise its rights and remedies (or be able to exercise its rights and remedies at some future date) with respect to any Accounts of such Obligor where the account debtor is a Governmental Authority. The Administrative Agent and the holders of the Secured Obligations Lenders shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor Obligor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Lenders and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations Lenders (each, an “"Indemnified Party”") because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantoran Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) Agent. In addition, the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇s▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Administrative Agent in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees Attorney Costs suffered or incurred by the Administrative Agent or (the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an the Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified a Secured Party or any other Person or (including any other Indemnified Party Person that may be indemnified by such Grantor pursuant to the Credit Documents) is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence and during the continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Collateral Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Collateral Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Collateral Agent. In addition, upon the occurrence and (ii) during the Administrative continuation of an Event of Default, the Collateral Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Collateral Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Collateral Agent or of the Administrative Collateral Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Collateral Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the Collateral Agent, for the benefit of the holders of the Secured Obligations Obligations, in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience held as cash collateral until applied as provided in Section 10 and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Collateral Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Collateral Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Collateral Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto. All amounts due under this subsection shall be payable within ten (10) Business Days after demand therefor.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent Lender has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent Lender instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Lender and (ii) the Administrative Agent Lender shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent Lender or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent Lender or of the Administrative AgentLender’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative AgentLender’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Lender in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent Lender in accordance with the provisions hereof shall be solely for the Administrative AgentLender’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Lender shall not have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees Furthermore, during the continuation of an Event of Default, (i) the Lender shall have the right, but not the obligation, to indemnify make test verifications of the Administrative Agent Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Obligors shall furnish all such assistance and information as the Lender may require in connection with such test verifications, (ii) upon the Lender’s request and at the expense of the Secured Obligations from Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Lender to furnish to the Lender reports showing reconciliations, aging and against all liabilitiestest verifications of, damagesand trial balances for, lossesthe Accounts and (iii) the Lender in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Lender’s satisfaction the existence, actions, claims, judgments, costs, expenses, charges amount and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereofthereof subject to the terms of the Intercreditor Agreement, whether or not the Administrative Collateral Agent has exercised any or all of its rights and remedies hereunderhereunder and in each case in compliance with and to the extent permitted under applicable law, including without limitation, federal Medicare, state Medicaid, Tricare and similar programs, (i) each Grantor will promptly upon reasonable request of the Administrative Collateral Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Collateral Agent and (ii) the Administrative Collateral Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Collateral Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Collateral Agent or of the Administrative Collateral Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Collateral Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts; provided, however, that each Grantor and the Collateral Agent must comply with assignments of payments to providers as set forth in 42 U.S.C. Section 1395, as may be amended or any subsequent changes thereto. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof shall be solely for the Administrative Collateral Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Collateral Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Collateral Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees Attorney Costs suffered or incurred by the Administrative Collateral Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.an

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtorsAgent. In addition, and the Administrative Agent or its designee may notify any Grantor’s Obligor's customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s 's security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ sue for, compound, settle, compromise and give acquittance for f▇▇ any and all amounts due or to become due on any Account, and, in the Administrative Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Lenders in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for applied to the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided hereinSecured Obligations. The Administrative Agent and the holders of the Secured Obligations Lenders shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor Obligor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Lenders from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations Lenders (each, an “"Indemnified Party”") because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees directors, employees, counsel or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantoran Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon (i) During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (iA) each Grantor will promptly upon the request of the Administrative Agent Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a security interest hereunder that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the benefit of the Secured Parties, instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (iiB) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. . (ii) Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and the holders of nor the Secured Obligations Parties shall have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify . (iii) During the continuation of an Event of Default, (A) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Grantors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (B) upon the holders Administrative Agent’s request and at the expense of the Secured Obligations Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachC) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. (i) Upon the occurrence and during the continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (iA) each Grantor will shall notify in writing (such notice to be in form and substance satisfactory to the Lead Arranger) its Account Debtors and parties to the Material Contracts subject to a security interest hereunder that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the benefit of the Secured Parties and promptly upon request of the Administrative Agent Agent, instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent (at the direction of the Required Lenders) and (iiB) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may (but is not obligated to) notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (but is not obligated to) (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s (at the direction of the Required Lenders) or Lead Arranger’s reasonable discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. . (ii) Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided hereinherein or in the Loan Agreement. The Neither the Administrative Agent and the holders of nor the Secured Obligations Parties shall have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify . (iii) Upon the occurrence and during the continuation of an Event of Default, (A) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it or the Lead Arranger reasonably consider advisable, and the holders of the Secured Obligations from Grantors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or the holders Lead Arranger may reasonably require in connection with such test verifications, (B) upon the Administrative Agent’s or Lead Arranger’s request and at the expense of the Secured Obligations Grantors, the Grantors shall cause independent public accountants or others reasonably satisfactory to the Lead Arranger to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachC) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Lead Arranger’s satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of and obligors on such Grantor have been assigned to the Administrative Agent or of the Administrative AgentObligor’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof of this Section shall be solely for the Administrative Agent’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts Proceeds or in any such other amounts except as expressly provided herein. To the extent required by the Administrative Agent or the Required Lenders, each Obligor agrees to execute any document or instrument, and to take any action, necessary under applicable law (including the Federal Assignment of Claims Act) in order for the Administrative Agent to exercise its rights and remedies (or be able to exercise its rights and remedies at some future date) with respect to any Accounts of such Obligor where the account debtor is a Governmental Authority. The Administrative Agent and the holders of the Secured Obligations Lenders shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor Obligor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Lenders and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations Lenders (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantoran Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of Neither the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, the Administrative Agent and in its own name or in the holders name of others may communicate with account debtors on the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by Accounts to verify with them to the Administrative Agent or Agent’s satisfaction the holders of the Secured Obligations (eachexistence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. (i) Upon the occurrence and during the continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (iA) each Grantor will shall upon the request of the Administrative Agent notify in writing (such notice to be in form and substance reasonably satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a security interest hereunder that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the benefit of the Secured Parties and promptly upon request of the Administrative Agent Agent, instruct all account debtors Account Debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (iiB) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. . (ii) Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof of this Section 7(b) shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and the holders of nor the Secured Obligations Parties shall have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify . (iii) Upon the occurrence and during the continuation of an Event of Default, (A) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Grantors shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications, (B) upon the Administrative Agent’s request and at the expense of the Secured Obligations from Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and against test verifications of, and trial balances for, the Accounts and (C) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. (iv) Upon the occurrence and during the continuation of an Event of Default, upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all liabilitiescash, damagesmoney, losseschecks or any other similar items of payment received by the Grantor during such week, actionsand, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred if requested by the Administrative Agent or the holders Agent, copies of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party checks or any other Person or any other Indemnified Party is otherwise similar items of payment, together with a party statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s Obligor's rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s Obligor's customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s 's security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for applied in accordance with Section 9.03 of the Credit Agreement. Neither the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, during the continuation of an Event of Default, the Administrative Agent and in its own name or in the holders name of others may communicate with account debtors on the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by Accounts to verify with them to the Administrative Agent or Agent's satisfaction the holders of the Secured Obligations (eachexistence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Collateral Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Collateral Agent or its designee may notify any Grantor’s the Company's customers and account debtors that the Accounts of such Grantor the Company have been assigned to the Administrative Collateral Agent or of the Administrative Collateral Agent’s 's security interest therein, and may (either in its own name or in the name of a Grantor the Company or both) demand, collect (including without limitation by way of a lockbox arrangement)collect, receive, take receipt for, sell, ▇s▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Collateral Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Purchasers in the Accounts. Each Grantor The Company acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof shall be solely for the Administrative Collateral Agent’s 's own convenience and that such Grantor the Company shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Collateral Agent and may apply all or any part of any Proceeds of Accounts or other Collateral received by it from any source to the holders payment of the Secured Obligations (whether or not then due and payable). The Collateral Agent shall have no liability obligation to apply or responsibility to give credit for any Grantor for acceptance item included in proceeds of a check, draft Accounts or other order Collateral until it has received final payment therefor at its offices in cash. However, if the Collateral Agent does permit credit to be given for any item prior to receiving final payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent therefor and the holders Collateral Agent fails to receive such final payment or an item is charged back to the Collateral Agent for any reason, the Collateral Agent may at its election in either instance charge the amount of such item back against the Secured Obligations Company, together with interest thereon at a rate equal to the Late Charge (as defined in the Notes). The Company hereby indemnifies the Collateral Agent from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees (except such as result from the Collateral Agent's gross negligence or willful misconduct) suffered or incurred by the Administrative Collateral Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating arrangements. The Collateral Agent shall have no liability or responsibility to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officersCompany for accepting any check, employees or agents. In the case of any investigation, litigation draft or other proceeding, order for payment of money bearing the foregoing indemnity shall be effective whether legend "payment in full" or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party words of similar import or any other Person restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any other Indemnified Party is otherwise a party theretoremittance.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Domestic Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Domestic Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Domestic Administrative Agent and (ii) the Domestic Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Domestic Administrative Agent or its designee may notify (or require any Grantor to notify) any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Domestic Administrative Agent or of the Domestic Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Domestic Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Domestic Administrative Agent in accordance with the provisions hereof shall be solely for the Domestic Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided hereinconvenience. The Domestic Administrative Agent and the holders of the Secured Obligations Parties shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Domestic Administrative Agent and the holders of the Secured Obligations Parties from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Domestic Administrative Agent or the holders of the Secured Obligations Parties (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇s▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, during the continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Obligors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (ii) upon the holders Administrative Agent’s request and at the expense of the Secured Obligations Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachiii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon (i) During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent Secured Party has exercised any or all of its rights and remedies hereunder, (iA) each Grantor will shall notify (such notice to be in form and substance satisfactory to the Secured Party) its Account Debtors and parties to the Material Contracts subject to a security interest hereunder that such Accounts and the Material Contracts have been assigned to the Secured Party and promptly upon request of the Administrative Agent Secured Party, instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Secured Party and (iiB) the Administrative Agent Secured Party shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent Secured Party or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent Secured Party or of the Administrative AgentSecured Party’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇s▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative AgentSecured Party’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. . (ii) Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent Secured Party in accordance with the provisions hereof shall be solely for the Administrative AgentSecured Party’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of Neither the Secured Obligations Party nor the Secured Parties shall have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees . (iii) During the continuation of an Event of Default, (A) the Secured Party shall have the right, but not the obligation, to indemnify make test verifications of the Administrative Agent Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Grantors shall furnish all such assistance and information as the Secured Party may require in connection with such test verifications, (B) upon the Secured Party’s request and at the expense of the Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Secured Party to furnish to the Secured Party reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (C) the Secured Party in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Secured Party’s satisfaction the existence, amount and terms of any Accounts. (iv) Upon the request of the Secured Obligations from and against all liabilitiesParty, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of each Grantor shall forward to the Secured Obligations (eachParty, an “Indemnified Party”) because on the last Business Day of the maintenance of the foregoing arrangements except as relating each week, deposit slips related to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officersall cash, employees or agents. In the case of any investigationmoney, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party checks or any other Person similar items of payment received by the Grantor during such week, and, if requested by the Secured Party, copies of such checks or any other Indemnified Party is otherwise similar items of payment, together with a party statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Secured Party.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s 's rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s 's customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s 's security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s 's own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees Attorney Costs suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “"Indemnified Party”") because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its partners, officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon (i) During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent Lender has exercised any or all of its rights and remedies hereunder, (iA) each Grantor will shall, at the request of the Lender, notify (such notice to be in form and substance satisfactory to the Lender) its Account Debtors and parties to the Material Contracts subject to a security interest hereunder that such Accounts and the Material Contracts have been assigned to the Lender and promptly upon request of the Administrative Agent Lender instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Lender and (iiB) the Administrative Agent Lender shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent Lender or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent Lender or of the Administrative AgentLender’s security interest therein, and may (either in its own name or in the name of a such Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative AgentLender’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Lender in the Accounts. . (ii) Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent Lender in accordance with the provisions hereof shall be solely for the Administrative AgentLender’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Lender shall not have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) Agent. In addition, the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s Obligor's customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s 's security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, sue ▇▇▇ for▇, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Lenders in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s 's own convenience and that such Grantor 13 Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Lenders shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor Obligor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Lenders from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) Lenders because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party the Agent or a Lender or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s Obligor's customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s 's security interest therein, and may (either in its own name or i) bring suit, in the name of a Grantor any Obligor or both) demandthe Lenders, collect (and generally shall have all other rights respecting said Accounts, including without limitation by way the right to accelerate or extend the time of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compoundpayment, settle, compromise and give acquittance for compromise, release in whole or in part any and all amounts due or to become due owing on any Account, and, Accounts and issue credits in the Administrative name of any Obligor or the Lenders, (ii) in the Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Lenders in the AccountsAccounts and (iii) sell, assign and deliver the Accounts and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, which sale shall be conducted in a commercially reasonable manner, for cash, on credit or otherwise, at Agent's sole option and discretion, and any Lender may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each Obligor. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof of this Section 9(b) shall be solely for the Administrative Agent’s 's own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and may apply all or any part of any Proceeds of Accounts or other Collateral received by it from any source to the holders payment of the Secured Obligations shall have no liability (whether or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittancenot then due and payable). Each Grantor Obligor hereby agrees to indemnify indemnifies the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees (except such as result from the Agent's gross negligence or willful misconduct) suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating arrangements. The Agent shall have no liability or responsibility to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officersany Borrower for accepting any check, employees or agents. In the case of any investigation, litigation draft or other proceeding, order for payment of money bearing the foregoing indemnity shall be effective whether legend "payment in full" or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party words of similar import or any other Person restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any other Indemnified Party is otherwise a party theretoremittance.

Remedies Relating to Accounts. Upon the occurrence of an Event of ----------------------------- Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s Obligor=s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s 's security interest therein, and may (either in its own name or i) bring suit, in the name of a Grantor any Obligor or both) demandthe Lenders, collect (and generally shall have all other rights respecting said Accounts, including without limitation by way the right to accelerate or extend the time of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compoundpayment, settle, compromise and give acquittance for compromise, release in whole or in part any and all amounts due or to become due owing on any Account, and, Accounts and issue credits in the Administrative name of any Obligor or the Lenders, (ii) in the Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Lenders in the AccountsAccounts and (iii) sell, assign and deliver the Accounts and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, which sale shall be conducted in a commercially reasonable manner, for cash, on credit or otherwise, at Agent's sole option and discretion, and any Lender may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each Obligor. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof of this Section 9(b) shall be solely for the Administrative Agent’s =s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and may apply all or any part of any Proceeds of Accounts or other Collateral received by it from any source to the holders payment of the Secured Obligations shall have no liability (whether or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittancenot then due and payable). Each Grantor Obligor hereby agrees to indemnify indemnifies the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees (except such as result from the Agent=s gross negligence or willful misconduct) suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating arrangements. The Agent shall have no liability or responsibility to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officersany Borrower for accepting any check, employees or agents. In the case of any investigation, litigation draft or other proceeding, order for payment of money bearing the foregoing indemnity shall be effective whether legend "payment in full" or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party words of similar import or any other Person restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any other Indemnified Party is otherwise a party theretoremittance.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent Lender has exercised any or all of its rights and remedies hereunder, hereunder and in each case in compliance with and to the extent permitted under applicable law (i) each the Grantor will promptly upon request of the Administrative Agent Lender instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Lender and (ii) the Administrative Agent Lender shall have the right to enforce any the Grantor’s 's rights against its customers and account debtors, and the Administrative Agent Lender or its designee may notify any the Grantor’s 's customers and account debtors that the Accounts of such the Grantor have been assigned to the Administrative Agent Lender or of the Administrative Agent’s Lender's security interest interests therein, and may (either in its own name or in the name of a the Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ sue for, compound, settle, compromise and give acquittance for any and all an▇ ▇ll amounts due or to become due on any Account, and, in the Administrative Agent’s Lender's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts; provided, however, that Grantor and the Lender must comply with assignments of payments to providers as set forth in 42 U.S.C. Section 1395, as may be amended or any subsequent changes thereto. Each The Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent Lender in accordance with the provisions hereof shall be solely for the Administrative Agent’s Lender's own convenience and that such the Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations Lender shall have no liability or responsibility to any the Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each The Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations Lender from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees suffered or incurred by the Administrative Agent or the holders of the Secured Obligations Lender (each, an “"Indemnified Party”") because arising out of the its maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a the Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon (i) During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (iA) each the Grantor will shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors subject to a security interest hereunder that such Accounts have been assigned to the Administrative Agent, for the benefit of the Secured Parties and promptly upon request of the Administrative Agent Agent, instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (iiB) the Administrative Agent shall have the right to enforce any the Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any the Grantor’s customers and account debtors that the Accounts of such the Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a the Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. Each . (ii) The Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor convenience. Neither the Administrative Agent nor the Secured Parties shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations shall have no liability or responsibility to any the Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify . (iii) During the continuation of an Event of Default, (A) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications, (B) upon the Administrative Agent’s request and at the expense of the Secured Obligations from Grantor, the Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and against test verifications of, and trial balances for, the Accounts and (C) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Accounts. (iv) Upon the request of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, the Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all liabilitiescash, damagesmoney, losseschecks or any other similar items of payment received by the Grantor during such week, actionsand, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred if requested by the Administrative Agent or the holders Agent, copies of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party checks or any other Person or any other Indemnified Party is otherwise similar items of payment, together with a party statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Collateral Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Collateral Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) Collateral Agent. In addition, the Administrative Collateral Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Collateral Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Collateral Agent or of the Administrative Collateral Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Collateral Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof shall be solely for the Administrative Collateral Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Collateral Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for (i) acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for (ii) determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Collateral Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expensesexpenses and charges, charges and including reasonable attorneys’ fees and expenses, suffered or incurred by the Administrative Collateral Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements arrangements, except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto. All amounts due under this subsection shall be payable within ten (10) Business Days after demand therefor.

Remedies Relating to Accounts. Upon Subject to the limitations set forth in any assignment of factoring proceeds with respect to any Factoring Agreement, upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Collateral Agent at the direction of the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors or the applicable Factor to remit all payments in respect of the Accounts or the receivables to a mailing location selected by the Administrative Agent and (ii) Agent, provided that, in accordance with the applicable assignment of factoring proceeds, the Administrative Agent shall have also be entitled to give such instruction directly to the right to enforce any Grantor’s rights against its customers and account debtorsFactor. In addition, and the Collateral Agent at the direction of the Administrative Agent or its designee may notify any Grantor’s Obligor's customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Collateral Agent or of the Administrative Collateral Agent’s 's security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s 's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Lenders in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof shall be solely for the Administrative Collateral Agent’s 's own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent Agents and the holders of the Secured Obligations Lenders shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor Obligor hereby agrees to indemnify the Administrative Agent Agents and the holders of the Secured Obligations Lenders from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees suffered or incurred by the Administrative Agent Agents or the holders of the Secured Obligations Lenders (each, an “"Indemnified Party”") because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantoran Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Collateral Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Collateral Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Collateral Agent. In addition, upon the occurrence of an Event of Default and (ii) during the Administrative continuation hereof the Collateral Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Collateral Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Collateral Agent or of the Administrative Collateral Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Collateral Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Collateral Agent in accordance with the provisions hereof shall be solely for the Administrative Collateral Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Collateral Agent and the holders of the Secured Obligations shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Collateral Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees attorney costs suffered or incurred by the Administrative Collateral Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon Subject to the occurrence DIP Orders, during the continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent (and in no event, more than 30 days following any such request) instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) upon written notice to the Company of its intention to do so, the Administrative Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any GrantorObligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Neither the Administrative Agent and nor the holders of the Secured Obligations shall have no any liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, during the continuation of an Event of Default (i) the Administrative Agent shall have the right, but not the obligation, upon written notice to the Company of its intention to do so, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Obligors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (ii) upon the holders Administrative Agent’s request and at the expense of the Secured Obligations Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (eachiii) the Administrative Agent in its own name or in the name of others, an “Indemnified Party”) because upon written notice to the Company of its intention to do so, may communicate with account debtors on the maintenance of Accounts to verify with them to the foregoing arrangements except as relating to or arising out of Administrative Agent’s satisfaction the gross negligence or willful misconduct of an Indemnified Party or its officersexistence, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon the occurrence and during the continuance of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor Obligor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent Agent, and (ii) the Administrative Agent shall have the right to enforce any GrantorObligor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify (or require any GrantorObligor to notify) any Obligor’s customers and account debtors that the Accounts of such Grantor Obligor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. Each Grantor Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor Obligor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The ​ ​ ​ Administrative Agent and the holders of the Secured Obligations Parties shall have no liability or responsibility to any Grantor Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, upon the occurrence and during the continuance of an Event of Default, (A) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders of the Secured Obligations from Obligors shall furnish all such assistance and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by information as the Administrative Agent or may require in connection with such test verifications, (B) upon the holders Administrative Agent’s request and at the expense of the Secured Obligations Obligors, the Obligors shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts, and (eachC) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.

Remedies Relating to Accounts. Upon (i) During the occurrence continuation of an Event of Default and during the continuation thereofDefault, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (iA) each Grantor will shall promptly upon request of the Administrative Agent Agent, instruct all account debtors to remit all payments in respect of Accounts to a mailing location reasonably selected by the Administrative Agent and (iiB) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. . (ii) Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as [Hain] Security and Pledge Agreement #66940863 expressly provided herein. The Neither the Administrative Agent and the holders of nor the Secured Obligations Parties shall have no any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify . (iii) During the continuation of an Event of Default, (A) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Grantors shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications, (B) upon the Administrative Agent’s reasonable request and at the expense of the Secured Obligations from Grantors, the Grantors shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and against test verifications of, and trial balances for, the Accounts and (C) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Accounts. (iv) Upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all liabilitiescash, damagesmoney, losseschecks or any other similar items of payment received by the Grantor during such week, actionsand, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred if requested by the Administrative Agent or the holders Agent, copies of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party checks or any other Person or any other Indemnified Party is otherwise similar items of payment, together with a party statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify (or require such Grantor to notify) any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations Parties in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the other Secured Obligations Parties shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify Furthermore, upon the occurrence of an Event of Default and during the continuation thereof, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the holders Grantors shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications, (ii) upon the Administrative Agent’s request and at the expense of the Secured Obligations from Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and against all liabilitiestest verifications of, damagesand trial balances for, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred the Accounts (it being understood that any Approved Independent Certified Public Accountant is hereby acknowledged by the Administrative Agent as being satisfactory pursuant to this clause (ii) and (iii) the Administrative Agent in its own name or in the holders name of others may communicate with account debtors on the Secured Obligations (eachAccounts to verify with them to the Administrative Agent’s satisfaction the existence, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case amount and terms of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party theretoAccounts.