Common use of Direction to Account Debtors; Contracting Parties; etc Clause in Contracts

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation to, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts to be made directly to a cash account held by the Collateral Agent (the “Cash Collateral Account”), (yii) that the Collateral Agent may, but has no obligation to, may directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor. Without notice to or assent by any AssignorGrantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Indenture Obligations in the manner provided in Section 7.4 4.01 of this the Indenture and Section 4.1 of the Intercreditor Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne solely by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (yii) to the relevant AssignorGrantor; provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 4 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j6.01(9) of the Indenture has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of DefaultDefault (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor. Without Subject to the Intercreditor Agreement, without notice to or assent by any AssignorGrantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne solely by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant AssignorGrantor, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j8.01(f) of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts to be made directly to a cash account held by the Collateral Agent (the “Cash Collateral Account”), (yii) that that, upon concurrent notice to such Grantor, the Collateral Agent may, but has no obligation to, may directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may may, in consultation with such Grantor, adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor. Without notice to or assent by any AssignorGrantor, the Collateral Agent maymay (at the direction of the holders of the Notes), upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Indenture Obligations in the manner provided in Section 7.4 4.01 of this Agreementthe Indenture. The reasonable out-of-pocket costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne solely by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (yii) to the relevant AssignorGrantor; provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 4 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(iSections 6.01(7) or (j) 8) of the Indenture has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 10.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on directs, subject to the instructions provisions of the requisite percentage of Holders in accordance with the Indenture) Intercreditor Agreement, any Assignor, such Assignor agrees (x) to cause all payments on account of the Included Accounts and Included Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Included Accounts and/or under any Included Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Included Accounts and Included Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, subject to the provisions of the Intercreditor Agreement, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to any Applicable Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Defaulta Dominion Period, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor. Without Subject to any Applicable Intercreditor Agreement, without notice to or assent by any AssignorGrantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne solely by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant AssignorGrantor, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j8.01(f) of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the one or more Cash Collateral AccountAccounts (as the Collateral Agent shall so direct), (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations Accounts which application shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees)) of collection, whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided provided, that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon Upon the occurrence and during the continuance of an Event of Default, without notice to or assent by any Assignor, the Collateral Agent may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations which application shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 9.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and if the Collateral Administrative Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Administrative Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), ) and (z) that the Collateral Administrative Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Administrative Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations which application shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees)) of collection, whether incurred by an Assignor or the Collateral Administrative Agent, shall be borne solely by the relevant Assignor. The Collateral Administrative Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that Assignor (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) although no such notice shall be required if upon the occurrence of an Event of Default of the type described in Section 7.01(i) or (j) 10.05 of the Indenture has occurred and is continuingCredit Agreement).

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 10.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors in its own name or in the name of others with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any AssignorGrantor; provided that, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the any failure by the Collateral Agent to so notify give or any delay in giving such Assignor notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing. Without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to any Applicable Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Defaulta Dominion Period, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor. Without Subject to any Applicable Intercreditor Agreement, without notice to or assent by any AssignorGrantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable attorneys’ out-of-pocket legal fees), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne solely by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant AssignorGrantor, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j8.01(f) of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on directs, subject to the instructions provisions of the requisite percentage of Holders in accordance with the Indenture) Intercreditor Agreement, any Assignor, such Assignor agrees (x) to cause all payments on account of the Included Accounts and Included Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Included Accounts and/or under any Included Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Included Accounts and Included Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, subject to the provisions of the Intercreditor Agreement, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 10.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of DefaultDefault (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (xA) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yB) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xA), and (zC) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 5.6 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (yB) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, after giving notice to the Obligor of its intent to do so, if the Collateral Agent so directs (acting on the instructions of Obligor, the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor Obligor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors in its own name or in the name of others with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as the Obligor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such Assignornotice to the Obligor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 5.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing. Without notice to or assent by any Assignorthe Obligor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 10.10 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ legal fees), whether incurred by an Assignor the Obligor or the Collateral Agent, shall be borne solely by the relevant AssignorObligor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorObligor, provided that (x) the failure by the Collateral Agent to so notify such Assignor the Obligor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 5.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and if the Collateral Agent so directs (acting on any Grantor, to the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignorextent not prohibited by applicable law, such Assignor Grantor agrees (xa) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yb) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor. Without notice to or assent by any AssignorGrantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations which application shall be effected in the manner provided in Section 7.4 8.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees)) of collection, whether incurred by an Assignor any Grantor or the Collateral Agent, shall be borne solely by the relevant Assignorsuch Grantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant AssignorGrantor; provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing4.3.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section subsection 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) subsections 8.6 and 8.7 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and subject to the provisions of the applicable Intercreditor Agreements, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the applicable Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of DefaultDefault and subject to the applicable Intercreditor Agreements, apply any or all amounts then in, or thereafter deposited in, the applicable Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 9.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 4.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Loan Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of DefaultDefault (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without Subject to the Intercreditor Agreement, without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of DefaultDefault and delivery of notice to the Pledgor in accordance with Article X of the Credit Agreement, and if the Collateral Agent so directs (acting on the instructions of Pledgor, to the requisite percentage of Holders in accordance with extent permitted by applicable law, the Indenture) any Assignor, such Assignor Pledgor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignorthe Pledgor. Without notice to or assent by any Assignorthe Pledgor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations which application shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees)) of collection, whether incurred by an Assignor the Pledgor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuingPledgor.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 8.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorAssignor prior to, or simultaneous with, delivery to the relevant obligor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 10.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of DefaultDefault after the Discharge of ABL Obligations, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders any Grantor in accordance with the Indenture) any Assignorwriting, such Assignor Grantor agrees (x) to cause all payments on account of the its Accounts (other than Government Accounts), Instruments and Contracts constituting Collateral to be made directly to the Cash Collateral AccountAgent, (y) that the Collateral Agent may (or with respect to Instruments and Contracts constituting Fixed Asset Priority Collateral (as defined in the Intercreditor Agreement), may, but at its option with three Business Days’ prior written notice to such Grantor (provided that no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has no obligation to, occurred and is continuing)) directly notify the obligors with respect to any such Accounts (other than Government Accounts) or Instruments and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) ), that the Collateral Agent may enforce collection of any such Accounts (other than Government Accounts), Instruments and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor. Without notice to or assent by any AssignorGrantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 6.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne solely by the relevant AssignorGrantor in accordance with Section 7.1 hereof. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorGrantor, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the ABL/Term Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yii) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors in its own name or in the name of others with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.01(e) of the Credit Agreement has occurred and is continuing. Without Subject to the terms of the ABL/Term Intercreditor Agreement, without notice to or assent by any AssignorGrantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 6.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne solely by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorGrantor, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j10.01(e) of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and subject to the provisions of the applicable Intercreditor Agreements, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of DefaultDefault and subject to the applicable Intercreditor Agreements, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 8.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall is hereby instructed to deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i6.1(a)(vi) or (jvii) of the Indenture has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent PBGC so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent PBGC may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent PBGC may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent PBGC may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured PBGC Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral AgentPBGC, shall be borne solely by the relevant Assignor. The Collateral Agent PBGC shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent PBGC to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent PBGC created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such the Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such the Assignor. Without notice to or assent by any the Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees), whether incurred by an the Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such the Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 10.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of any applicable Pari Passu Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after giving prior written notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (xi) to cause all payments on account of the Accounts (including Proceeds of Pledged Collateral) and Contracts to be made directly to the Cash Collateral Account, or as otherwise directed by the Collateral Agent, (yii) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors in its own name or in the name of the applicable Grantor with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any AssignorGrantor; provided that, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the any failure by the Collateral Agent to so notify give or any delay in giving such Assignor notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i11.01(a) or (jSection 11.01(e) of the Indenture Credit Agreement has occurred and is continuing. The Collateral Agent shall concurrently deliver a copy of each notice to the relevant Grantor; provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.01(a) or Section 11.01(e) of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of DefaultDefault (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (xA) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yB) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding - #PageNum# - clause (xA), and (zC) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 5.6 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (yB) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, but has no obligation to, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations under the Notes Documents in the manner provided in Section 7.4 7.5 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor; provided, provided that that, (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(iSections 6.01(9) or (j10) of the Indenture has occurred and is continuing. *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (xa) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yb) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 7.04 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.03 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j7.01(e) of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an a Default under Section 10.01 or 10.05 of the Credit Agreement, any other payment default in respect of the Obligations, or any Event of Default under the Credit Agreement (with each such Default or Event of Default being herein called a "Specified Default"), and if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), ) and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations which application shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees)) of collection, whether incurred by an the relevant Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor; provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Upon If the occurrence and Administrative Agent so directs any Grantor during the continuance of an any Event of Default, such Grantor agrees (a) if such Grantor has been required to cash collateralize any of its Obligations pursuant to the Collateral Agent so directs (acting on the instructions terms of the requisite percentage Credit Agreement or any of Holders in accordance with the Indenture) other Loan Documents or to create any Assignorother account thereunder, such Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Accountsuch account, (yb) that the Collateral Administrative Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Administrative Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor. Without notice to or assent by any AssignorGrantor, the Collateral Administrative Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations such account which application shall be effected in the manner provided in Section 7.4 8.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees)) incurred or sustained in connection with collection, whether incurred or sustained by an Assignor any Grantor or the Collateral Administrative Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuingGrantor.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and subject to the provisions of the applicable Intercreditor Agreements, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of DefaultDefault and subject to the applicable Intercreditor Agreements, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 9.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 4.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the Collateral Trust Agreement, upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent Trustee so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (xa) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yb) to notify Account Debtors of any Assignor that the Accounts, General Intangibles, Chattel Paper or Negotiable Collateral Agent mayof such Assignor have been assigned to Collateral Trustee, but for the benefit of the Secured Creditors, or that Collateral Trustee has no obligation to, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x)a security interest therein, and (zc) that Collateral Trustee or Collateral Trustee’s designee may collect the Accounts, General Intangibles and Negotiable Collateral Agent may enforce collection of any such Accounts Assignor directly, and Contracts any collection costs and may adjust, settle or compromise the amount expenses shall constitute part of payment thereof, in the same manner and to the same extent as such Assignor’s Secured Obligations under the Parity Lien Documents. Without notice to or assent by any Assignor, the Collateral Agent Trustee may, upon the occurrence and during the continuance of an Event of DefaultDefault and subject to the terms and provisions of the Collateral Trust Agreement, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 6.10 of the Indenture has occurred and is continuingas provided in any similar provision under any Additional Parity Lien Agreement.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on at the instructions written request of the requisite percentage of Holders in accordance with Requisite Noteholders under the Indenture) so directs any AssignorGrantor, such Assignor Grantor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor. Without notice to or assent by any AssignorGrantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 8.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ feesfees and expenses), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne solely by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, Grantor; provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, each Debtor agrees, if the Collateral Agent Lender so directs such Debtor, (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (xa) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (yb) that the Collateral Agent Lender may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent Lender may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorDebtor. Without notice to or assent by any AssignorDebtor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, Lender may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations which application shall be effected in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees)) of collection, whether incurred by an Assignor the relevant Debtor or the Collateral AgentLender, shall be borne solely by the relevant AssignorDebtor. The Collateral Agent Lender shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant Assignor, Debtor; provided that (x) the failure by the Collateral Agent Lender to so -------- notify such Assignor Debtor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent Lender created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral AccountAgent as the Collateral Agent shall direct, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), ) and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an while any such Event of DefaultDefault is continuing, apply any or all amounts then incollected pursuant to this Section 3.3 to satisfy the Obligations, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations which application shall be effected in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees)) of collection, whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor; provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3; provided further, that the Collateral Agent will promptly rescind any notice theretofore given under this Section 3.3 and (y) no such notice shall be required if an Event after all Events of Default of the type described in Section 7.01(i) Defaults have been cured or (j) of the Indenture has occurred and is continuingwaived.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the ABL/Term Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after giving notice to the Grantor of its intent to do so, if the Collateral Agent Attorney so directs (acting on the instructions of Grantor, the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts Claims to be made directly to the Cash Collateral Account, (yii) that the Collateral Agent Attorney may, but has no obligation toat its option, directly notify the obligors debtors of such claims in its own name or in the name of others with respect to any Accounts and/or under any Contracts Claims to make payments with respect thereto as provided in the preceding clause (xi) (a “Notice to Debtors”), and (ziii) that the Collateral Agent Attorney may enforce collection of any such Accounts and Contracts Claims and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as the Grantor; provided that, (x) any failure by the Attorney to give or any delay in giving such Assignornotice to the Grantor shall not affect the effectiveness of such notice or the other rights of the Attorney created by this Section 8.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.01(e) of the TL Credit Agreement has occurred and is continuing. Without Subject to the terms of the ABL/Term Intercreditor Agreement, without notice to or assent by any Assignorthe Grantor, the Collateral Agent Attorney may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 13.10 of this AgreementDeed. The reasonable costs and expenses of collection (including reasonable attorneys’ legal fees), whether incurred by an Assignor the Grantor or the Collateral AgentAttorney, shall be borne solely by the relevant AssignorGrantor. The Collateral Agent Attorney shall deliver a copy of each notice referred Notice to in the preceding clause (y) Debtors to the relevant AssignorGrantor, provided that (xi) the failure by the Collateral Agent Attorney to so notify such Assignor the Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent Attorney created by this Section 3.3 8.2 and (yii) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j10.01(e) of the Indenture TL Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after giving three Business Days’ notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yii) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors in its own name or in the name of the applicable Grantor with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any AssignorGrantor; provided that, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the any failure by the Collateral Agent to so notify give or any delay in giving such Assignor notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing. Without notice to or assent by any Grantor, the Collateral Agent may (subject to the Intercreditor Agreement), upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an a Designated Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such the Assignor agrees (x) to cause all payments on account of the Accounts and Contracts constituting, arising out of, or relating to, the Collateral to be made directly to the Cash Collateral Collection Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any such Accounts and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such the Assignor. Without notice to or assent by any the Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an a Designated Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Collection Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees), whether incurred by an the Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such the Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.1 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j13.1(h) of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the one or more Cash Collateral AccountAccounts (as the Collateral Agent shall so direct), (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations Accounts which application shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees)) of collection, whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided provided, that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the ABL/Term Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yii) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors in its own name or in the name of others with Page respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.01(e) of the Credit Agreement has occurred and is continuing. Without Subject to the terms of the ABL/Term Intercreditor Agreement, without notice to or assent by any AssignorGrantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 6.5 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ legal fees), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne solely by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorGrantor, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j10.01(e) of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the Securitization Intercreditor Agreement, upon the occurrence and during the continuance of an a Designated Event of Default, if the Collateral Agent so directs (acting on the instructions of Debtor, the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor Debtor agrees (x) to cause all payments on account of the Accounts and Contracts constituting, arising out of, or relating to, the Collateral to be made directly to the Cash a Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any such Accounts and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignorthe Debtor. Without notice to or assent by any Assignorthe Debtor, the Collateral Agent may, upon the occurrence and during the continuance of an a Designated Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash a Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor the Debtor or the Collateral Agent, shall be borne solely by the relevant AssignorDebtor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorDebtor, provided that (x) the failure by the Collateral Agent to so notify such Assignor the Debtor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.1 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j13.1(h) of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the ABL Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account[reserved], (yii) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors in its own name or in the name of others with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any AssignorGrantor; provided that, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the any failure by the Collateral Agent to so notify give or any delay in giving such Assignor notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of Assignors, the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees Assignors agree (x) to cause all payments on account of the Accounts and Contracts constituting Collateral to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts constituting Collateral and/or under any Contracts constituting Collateral to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignorthe Assignors. Without notice to or assent by any Assignorthe Assignors, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees), whether incurred by an Assignor the Assignors or the Collateral Agent, shall be borne solely by the relevant AssignorAssignors. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorAssignors, provided that (x) the failure by the Collateral Agent to so notify such Assignor the Assignors shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the Intercreditor Agreements, upon the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account[reserved], (yii) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors in its own name or in the name of others with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any AssignorGrantor; provided that, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the any failure by the Collateral Agent to so notify give or any delay in giving such Assignor notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause instruct all obligors with respect to the Accounts and Contracts to make all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation to, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The Any costs and expenses of collection (including attorneys’ fees) incurred by an Assignor shall be borne solely by such Assignor. Any reasonable and documented costs and expenses of collection (including reasonable and documented out-of-pocket attorneys’ fees), whether ) incurred by an Assignor or the Collateral Agent, Agent shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), ) and (zy) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations which application shall be effected in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees)) of collection, whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor; provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3; provided further, that the Collateral Agent will promptly rescind any notice theretofore given under this Section 3.3 and (y) no such notice shall be required if an Event after all Events of Default of the type described in Section 7.01(i) Defaults have been cured or (j) of the Indenture has occurred and is continuingwaived.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the ABL/Term Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yii) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors in its own name or in the name of others with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.01(e) of the Credit Agreement has occurred and is continuing. Without Subject to the terms of the ABL/Term Intercreditor Agreement, without notice to or assent by any AssignorGrantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 6.5 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ legal fees), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne solely by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorGrantor, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j10.01(e) of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the ABL Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (xi) to cause all payments on account of the Accounts (including Proceeds of Pledged Collateral) and Contracts to be made directly to the Cash Collateral Account, (yii) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors in its own name or in the name of the applicable Grantor with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any AssignorGrantor; provided that, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the any failure by the Collateral Agent to so notify give or any delay in giving such Assignor notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing. Without notice to or assent by any Grantor, the Collateral Agent may (subject to the ABL Intercreditor Agreement), upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of DefaultDefault (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable and invoiced out-of-pocket costs and expenses of collection (including reasonable and invoiced out-of-pocket attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall promptly deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, and if the Second-Lien Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Second-Lien Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Second-Lien Collateral Agent may enforce collection of any such Accounts and Receivables or Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice Subject to or assent by any Assignor, the Collateral Agent mayterms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, without notice to or assent by any Assignor, the Second-Lien Collateral Agent may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees)) of collection, whether incurred by an any Assignor or the Second-Lien Collateral Agent, shall be borne solely by the relevant such Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Final Order and any other order of the Bankruptcy Court made in the U.S. Cases, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without prior notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations then due in the manner provided in Section 7.4 of this Agreement; provided that the Collateral Agent shall provide notice to the applicable Assignor promptly after the exercise any of the aforementioned authority (provided, that any failure to provide such notice shall not effect, void or otherwise invalidate any authority exercised or actions taken by the Collateral Agent pursuant to this Section 3.3). The reasonable costs and expenses of collection (including including, without limitation, reasonable attorneys’ feesfees and disbursements), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(iclauses (h), (i) or (j) of Section 11 of the Indenture DIP Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the ------------------------------------------------------- occurrence and during the continuance of an Event of Default, and if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts Management Agreement Receivables and Contracts Pledged Management Agreements to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts Management Agreement Receivables and/or under any Contracts Pledged Management Agreements to make payments with respect thereto as provided in the preceding clause (x), ) and (z) that the Collateral Agent may enforce collection of any such Accounts Management Agreement Receivables and Contracts Pledged Management Agreements and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations which application shall be effected in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees)) of collection, whether incurred by an the Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor; provided, provided that (x) the failure -------- by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an a Noticed Event of Default, if the Collateral Agent so directs (acting on directs, subject to the instructions provisions of the requisite percentage of Holders in accordance with the Indenture) Intercreditor Agreement, any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an a Noticed Event of Default, subject to the provisions of the Intercreditor Agreement, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 9.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the Intercreditor Agreement, upon notice to the Issuer of the occurrence and during the continuance of an Event of Default, if the Collateral Agent Trustee so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts Accounts, Receivables, Related Contracts and Contracts to be made directly to the Cash Collateral Proceeds Account, (y) that the Collateral Agent Trustee may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts Accounts, Receivables, Related Contracts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent Trustee may enforce collection of any such Accounts Accounts, Receivables, Related Contracts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to otherwise exercise all rights with respect to such Accounts, Receivables, Assigned Agreements and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the same extent as such AssignorUCC. Without notice Subject to or assent by any Assignor, the Collateral Agent mayIntercreditor Agreement, upon the occurrence and during the continuance continuation of an Event of DefaultDefault and upon demand of the Collateral Trustee, apply any or all amounts then inand proceeds (including, or thereafter deposited inwithout limitation, the Cash Collateral Account toward the payment Instruments) received by such Assignor in respect of the Accounts, Receivables, Related Contracts and Contracts of such Assignor shall be received in trust for the benefit of the Collateral Trustee hereunder, shall be segregated from other funds of such Assignor and shall be transferred to the Collateral Proceeds Account for application to the Secured Debt Obligations in the manner as provided in Section 7.4 3.4 of this the Collateral Trust Agreement. The reasonable costs and expenses of collection (including includ­ing reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral AgentTrustee, shall be borne solely by the relevant Assignor. The Collateral Agent Trustee shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent Trustee to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent Trustee created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i6.01(g) or (jSection 6.01(h) of the Indenture has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the Intercreditor Agreement, (a) upon the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any Grantor, and (acting on the instructions b) as otherwise required pursuant to Section 9.17(c) of the requisite percentage of Holders in accordance with the Indenture) any AssignorCredit Agreement, such Assignor Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Dominion Account, (yii) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors in its own name or in the name of others with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any AssignorGrantor; provided that, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the any failure by the Collateral Agent to so notify give or any delay in giving such Assignor notice (including pursuant to Section 9.17(c) of the Credit Agreement) to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing. Without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of a Liquidity Period or an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Dominion Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement and/or Section 9.17 of the Credit Agreement (as applicable). The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the ABL/Term Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yii) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors in its own name or in the name of others with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.01(e) of the Credit Agreement has occurred and is continuing. Without Subject to the terms of the ABL/Term Intercreditor Agreement, without notice to or assent by any AssignorGrantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 6.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne solely by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorGrantor, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such Page notice or the other rights of the Collateral Agent created by this Section 3.3 3.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j10.01(e) of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations which application shall be effected in the manner provided in Section 7.4 of this Agreement; provided however, that at such time as no Default or Event of Default shall be continuing, all funds in the Cash Collateral Account shall be disbursed to the respective Assignor. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees)) of collection, whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (xa) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (yb) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may reasonably adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor. Without prior notice to or assent by any AssignorGrantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 6.4 of this AgreementAgreement (provided the Collateral Agent shall provide the Borrower notice of any such application, including the date(s) and amount(s) thereof). The reasonable costs and expenses of collection (including reasonable attorneys’ fees)) of collection, whether incurred by an Assignor Grantor or the Collateral Agent, shall be borne solely by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant AssignorGrantor, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause instruct all obligors with respect to the Accounts and Contracts to make all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation to, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The Any costs and expenses of collection (including attorneys’ fees) incurred by an Assignor shall be borne solely by such Assignor. Any reasonable and documented costs and expenses of collection (including reasonable and documented out-of-pocket attorneys’ fees), whether ) incurred by an Assignor or the Collateral Agent, Agent shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j6.01(f) of the Indenture Loan Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon After the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs Obligor shall (acting on the instructions of the requisite percentage of Holders in accordance with the Indenturea) any Assignor, such Assignor agrees (x) to cause all payments on account that constitute Pledged Collateral and all proceeds of any Pledged Collateral or other payments payable to the Obligor under or in respect of the Accounts and Contracts Pledged Collateral to be made directly to the Cash Collateral AccountTrustee or its designee, and (yb) notify (and the Obligor agrees that the Collateral Agent Trustee may, but has no obligation toat its option, directly notify notify) the Account Debtors and other obligors with respect to any Accounts and/or under any Contracts of the foregoing to make payments with respect thereto as provided in the preceding clause (xa), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignorthe Obligor, the Collateral Agent Trustee may, upon after the occurrence and during the continuance of an Event of Default, apply (i) enforce any Receivable or all amounts then in, Contract that constitutes Pledged Collateral against the other party or thereafter deposited in, the Cash Collateral Account toward the payment parties thereto on behalf of the Secured Obligations Obligor, and (ii) collect all payments on account of the Receivables and the Contracts that constitute Pledged Collateral and collect and/or enforce all other payments payable to the Obligor under or in respect of the manner provided in Section 7.4 of this AgreementPledged Collateral. The reasonable costs Obligor hereby authorizes and expenses directs any party to any Receivable or Contract that constitutes Pledged Collateral and any obligor with respect to payments payable to the Obligor under or in respect of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Pledged Collateral Agent, shall be borne solely to comply with any notice given by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred Trustee and to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure recognize any action taken by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by Trustee, in each case, in accordance with this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing4.5.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (xa) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yb) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon ------------------------------------------------------- the occurrence and during the continuance of an Event of Default, and if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), ) and (z) that the Collateral Agent may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations which application shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees)) of collection, whether incurred by an the relevant Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor; provided, provided that (x) the failure by the Collateral Agent to so -------- notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3. The Collateral Agent's rights and the Assignor's Obligations under this Section 3.3 and (y) no such notice shall be required if an Event of Default in addition to, and not in lieu of, their respective rights and obligations under Section 7.11 of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuingCredit Agreement.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of DefaultDefault (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without Subject to the Intercreditor Agreement, without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing. 3.4.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and if the Collateral Agent Purchaser so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignoreach Debtor if such Debtor does not have a Senior Lender, such Assignor each Debtor agrees (xa) to cause all payments on account of the Accounts, Deposit Accounts and Contracts or General Intangibles to be made directly to the Cash Collateral Account, (yb) that the Collateral Agent Purchaser may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts, Deposit Accounts and/or under any Contracts or General Intangibles to make payments with respect thereto as provided in the preceding clause (x), a) and (zc) that the Collateral Agent Purchaser may enforce collection of any such Accounts, Deposit Accounts and Contracts or General Intangibles and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorDebtor. Without notice to or assent by any Assignoreach Debtor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, Purchaser may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations which application shall be effected in the manner provided in Section 7.4 9.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees)) of collection, whether incurred by an Assignor such Debtor or the Collateral AgentPurchaser, shall be borne solely by the relevant Assignorsuch Debtor. The Collateral Agent Purchaser shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant Assignorsuch Debtor; provided, provided that (x) the failure by the Collateral Agent Purchaser to so notify such Assignor Debtor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent Purchaser created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the Securitization Intercreditor Agreement, upon the occurrence and during the continuance of an a Designated Event of Default, if the Collateral Agent so directs (acting on the instructions of Debtor, the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor Debtor agrees (x) to cause all payments on account of the Accounts and Contracts constituting, arising out of, or relating to, the Collateral to be made directly to the Cash a Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any such Accounts and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and x),and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignorthe Debtor. Without notice to or assent by any Assignorthe Debtor, the Collateral Agent may, upon the occurrence and during the continuance of an a Designated Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash a Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor the Debtor or the Collateral Agent, shall be borne solely by the relevant AssignorDebtor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorDebtor, provided that (x) the failure by the Collateral Agent to so notify such Assignor the Debtor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.1 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j13.1(h) of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (xa) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yb) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement (or any equivalent provision of any Additional First Lien Document) has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an a Designated Event of Default, if the Collateral Agent so directs (acting on the instructions of Debtor, the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor Debtor agrees (xa) to cause all payments on account of the Accounts and Contracts constituting, arising out of, or relating to, the Collateral to be made directly to the Cash a Collateral Account, (yb) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any such Accounts and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignorthe Debtor. Without notice to or assent by any Assignorthe Debtor, the Collateral Agent may, upon the occurrence and during the continuance of an a Designated Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash a Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor the Debtor or the Collateral Agent, shall be borne solely by the relevant AssignorDebtor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant AssignorDebtor, provided that (xi) the failure by the Collateral Agent to so notify such Assignor the Debtor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.1 and (yii) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j13.1(g) of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of DefaultDefault (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and if the Collateral Agent Purchasers so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignordirect each Debtor, such Assignor each Debtor agrees (xa) to cause all payments on account of the Accounts, Deposit Accounts and Contracts or General Intangibles to be made directly to the Cash Collateral Account, (yb) that the Collateral Agent Purchasers may, but has no obligation toat their option, directly notify the obligors with respect to any Accounts, Deposit Accounts and/or under any Contracts or General Intangibles to make payments with respect thereto as provided in the preceding clause (x), a) and (zc) that the Collateral Agent Purchasers may enforce collection of any such Accounts, Deposit Accounts and Contracts or General Intangibles and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorDebtor. Without notice to or assent by any Assignoreach Debtor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, Purchasers may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations which application shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees)) of collection, whether incurred by an Assignor such Debtor or the Collateral AgentPurchasers, shall be borne solely by the relevant Assignorsuch Debtor. The Collateral Agent Purchasers shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant Assignorsuch Debtor; provided, provided however, that (x) the failure by the Collateral Agent Purchasers to so notify such Assignor Debtor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent Purchasers created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Second-Lien Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Second-Lien Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Second-Lien Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Second-Lien Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees), whether incurred by an Assignor or the Second-Lien Collateral Agent, shall be borne solely by the relevant Assignor. The Second-Lien Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Second-Lien Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Second-Lien Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j7.1(g) of the Second-Lien Note Indenture has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an a Noticed Event of Default, if the Collateral Agent so directs (acting on directs, subject to the instructions provisions of the requisite percentage of Holders in accordance with the Indenture) Intercreditor Agreement, any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an a Noticed Event of Default, subject to the provisions of the Intercreditor Agreement, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of DefaultDefault following written notice to the Obligor, if the Collateral Agent so directs (acting on the instructions of Obligor, the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor Obligor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignorthe Obligor. Without notice to or assent by any Assignorthe Obligor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 10.10 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ legal fees), whether incurred by an Assignor the Obligor or the Collateral Agent, shall be borne solely by the relevant AssignorObligor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorObligor, provided that (x) the failure by the Collateral Agent to so notify such Assignor the Obligor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 5.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 10.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the Intercreditor Agreement, uponUpon the occurrence and during the continuance of an Event of DefaultDefault (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor. Without Subject to the Intercreditor Agreement, withoutWithout notice to or assent by any AssignorGrantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne solely by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant AssignorGrantor, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j8.01(f) of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent Assignee so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts Receivables to be made directly to the Cash Collateral Account, (y) that the Collateral Agent Assignee may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts Receivables to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent Assignee may enforce collection of any such Accounts and Contracts Receivables and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent Assignee may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees), whether incurred by an Assignor or the Collateral AgentAssignee, shall be borne solely by the relevant Assignor. The Collateral Agent Assignee shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent Assignee to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent Assignee created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 8.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an a Designated Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts constituting, arising out of, or relating to, the Collateral to be made directly to the Cash Collateral AccountConcentration Accounts, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any such Accounts and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an a Designated Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account Concentration Accounts toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.1 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j13.1(h) of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the ABL/Term Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after giving notice to the Grantor of its intent to do so, if the Collateral Agent Attorney so directs (acting on the instructions of Grantor, the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor Grantor agrees (xi) to cause all payments on account of the Accounts and Contracts Claims to be made directly to the Cash Collateral Account, (yii) that the Collateral Agent Attorney may, but has no obligation toat its option, directly notify the obligors debtors of such claims in its own name or in the name of others with respect to any Accounts and/or under any Contracts Claims to make payments with respect thereto as provided in the preceding clause (xi) (a “Notice to Debtors”), and (ziii) that the Collateral Agent Attorney may enforce collection of any such Accounts and Contracts Claims and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as the Grantor; provided that, (x) any failure by the Attorney to give or any delay in giving such Assignornotice to the Grantor shall not affect the effectiveness of such notice or the other rights of the Attorney created by this Section 8.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.01(e) of the ABL Credit Agreement has occurred and is continuing. Without Subject to the terms of the ABL/Term Intercreditor Agreement, without notice to or assent by any Assignorthe Grantor, the Collateral Agent Attorney may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 13.10 of this AgreementDeed. The reasonable costs and expenses of collection (including reasonable attorneys’ legal fees), whether incurred by an Assignor the Grantor or the Collateral AgentAttorney, shall be borne solely by the relevant AssignorGrantor. The Collateral Agent Attorney shall deliver a copy of each notice referred Notice to in the preceding clause (y) Debtors to the relevant AssignorGrantor, provided that (xi) the failure by the Collateral Agent Attorney to so notify such Assignor the Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent Attorney created by this Section 3.3 8.2 and (yii) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j10.01(e) of the Indenture ABL Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon Upon the occurrence and during the continuance of an Event of Default, without notice to or assent by any Assignor, the Collateral Agent may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations which application shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 9.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts constituting Collateral to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any such Accounts and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 10.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, if permitted by applicable law, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 10A.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Third-Lien Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such the Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Third-Lien Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Third-Lien Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such the Assignor. Without notice to or assent by any the Assignor, the Third-Lien Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees), whether incurred by an Assignor or the Third-Lien Collateral Agent, shall be borne solely by the relevant Assignor. The Third-Lien Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Third-Lien Collateral Agent to so notify such the Assignor shall not affect the effectiveness of such notice or the other rights of the Third-Lien Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j7.01(g) of the Indenture Third-Lien Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders any Grantor in accordance with the Indenture) any Assignorwriting, such Assignor Grantor agrees (xa) to cause all payments on account of the Accounts Accounts, General Intangibles, Negotiable Collateral and Contracts to be made directly to an account specified by the Cash Collateral Account, Agent and (yb) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts Accounts, General Intangibles, Negotiable Collateral and/or under any Contracts (i) that such Accounts, General Intangibles, Negotiable Collateral and/or Contracts have been assigned to the Collateral Agent (or its designee) for the benefit of the Secured Creditors, (ii) to make payments with respect thereto as provided in the preceding clause (xa), and (ziii) that the Collateral Agent may enforce collection of any such Accounts Accounts, General Intangibles, Negotiable Collateral and Contracts and (iv) the Collateral Agent may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this AgreementGrantor. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor Grantor or the Collateral Agent, shall be borne solely by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant Assignor, Grantor; provided that (xi) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 3.6 and (yii) no such notice shall be required if an Event of Default of the type described in Section 7.01(i10.01(a), (f) or and (jg) of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the ------------------------------------------------------ occurrence and during the continuance of an Event of Default, and if the Collateral Agent so directs (acting on any Grantor, to the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignorextent permitted by applicable law, such Assignor Grantor agrees (xa) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (yb) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor. Without notice to or assent by any AssignorGrantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations which application shall be effected in the manner provided in Section 7.4 8.4 of this Agreement. The reasonable costs and ----------- expenses of collection (including reasonable attorneys’ ' fees)) of collection, whether incurred by an Assignor any Grantor or the Collateral Agent, shall be borne solely by the relevant Assignorsuch Grantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant AssignorGrantor; provided, provided that (x) the failure by the Collateral Agent -------- to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing.4.3. -----------

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the First-Lien Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the First-Lien Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the First-Lien Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the First-Lien Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including includ-ing reasonable attorneys’ fees), whether incurred by an Assignor or the First-Lien Collateral Agent, shall be borne solely by the relevant Assignor. The First-Lien Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the First-Lien Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the First-Lien Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 10.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause instruct all obligors with respect to the Accounts and Contracts to make all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the Administrative Borrower for the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 12.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the First-Lien Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the First-Lien Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the First-Lien Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the First-Lien Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees), whether incurred by an Assignor or the First-Lien Collateral Agent, shall be borne solely by the relevant Assignor. The First-Lien Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the First-Lien Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the First-Lien Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 10.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 6.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 [9.4] of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 10.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the Subordination Agreement, upon the occurrence and during the continuance of an Event of Default, and if the Collateral Agent Lender so directs (acting on the instructions of Debtor, the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor Debtor agrees (xa) to cause all payments on account of the Accounts Receivables and Contracts to be made directly to the Cash Collateral Account, (yb) that the Collateral Agent Lender may, but has no obligation toat their option, directly notify the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), a) and (zc) that the Collateral Agent Lender may enforce collection of any such Accounts Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorDebtor. Without notice to or assent by any Assignorthe Debtor, subject to the Subordination Agreement, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, Lender may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations which application shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ ' fees)) of collection, whether incurred by an Assignor the Debtor or the Collateral AgentLender, shall be borne solely by the relevant AssignorDebtor. The Collateral Agent Lender shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant AssignorDebtor; provided, provided that (x) the failure by the Collateral Agent Lender to so notify such Assignor the Debtor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent Lender created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing3.3.

Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the Intercreditor Agreement, (a) upon the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any Grantor and (acting on the instructions b) as otherwise required pursuant to Section 9.17(c) of the requisite percentage of Holders in accordance with the Indenture) any AssignorCredit Agreement, such Assignor Grantor agrees (xi) to cause all payments on account of the Accounts (including Proceeds of Pledged Collateral) and Contracts to be made directly to the Cash Collateral Dominion Account, (yii) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors in its own name or in the name of the applicable Grantor with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any AssignorGrantor; provided that, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the any failure by the Collateral Agent to so notify give or any delay in giving such Assignor notice (including pursuant to Section 9.17(c) of the Credit Agreement) to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) 11.05 of the Credit Agreement has occurred and is continuing. Without notice to or assent by any Grantor, the Collateral Agent may (jsubject to the Intercreditor Agreement), upon the occurrence and during the continuance of a Liquidity Period or an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Dominion Account (including any amounts transferred to the Dominion Account from other Deposit Accounts subject to a Deposit Account Control Agreement in accordance with Section 9.17(c) of the Indenture Credit Agreement) toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of DefaultDefault (or if any rights of set-off (other than set-offs against an Account arising under the Contract giving rise to the same Account) or contra accounts may be asserted with respect to the following)), if the Collateral Administrative Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any AssignorGrantor, such Assignor Grantor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Administrative Agent may, but has no obligation toat its option and without prior notice to such Grantor, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Administrative Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor. Without notice to or assent by any AssignorGrantor, the Collateral Administrative Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement5.4. The reasonable costs and expenses of collection (including reasonable attorneys’ feesfees actually incurred), whether incurred by an Assignor a Grantor or the Collateral Administrative Agent, shall be borne solely by Holdings, the relevant AssignorBorrowers and the other Loan Parties. The Collateral Administrative Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorGrantor, provided that (x) the failure by the Collateral Administrative Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Administrative Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(iArticle VII(g) or (jh) of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 10.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, ; provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) 11.05 of the Indenture Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and if the Collateral Agent Purchaser so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignoreach Debtor if such Debtor does not have a Senior Lender, such Assignor each Debtor agrees (xa) to cause all payments on account of the Accounts, Deposit Accounts and Contracts or General Intangibles to be made directly to the Cash Collateral Account, (yb) that the Collateral Agent Purchaser may, but has no obligation toat its option, directly notify the obligors with respect to any Accounts, Deposit Accounts and/or under any Contracts or General Intangibles to make payments with respect thereto as provided in the preceding clause (x), a) and (zc) that the Collateral Agent Purchaser may enforce collection of any such Accounts, Deposit Accounts and Contracts or General Intangibles and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorDebtor. Without notice to or assent by any Assignoreach Debtor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, Purchaser may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations which application shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees)) of collection, whether incurred by an Assignor such Debtor or the Collateral AgentPurchaser, shall be borne solely by the relevant Assignorsuch Debtor. The Collateral Agent Purchaser shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant Assignorsuch Debtor; provided, provided that (x) the failure by the Collateral Agent Purchaser to so notify such Assignor Debtor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent Purchaser created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing3.3.