Common use of Collection of Accounts and Proceeds of Collateral Clause in Contracts

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accounts, each Borrower shall endeavor to make collection of such Borrower’s Accounts for Agent and Lenders and, in connection therewith, shall use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or collateral security relating to each such Account. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to the applicable Dominion Account (or lockboxes related to such Dominion Account), and (ii) deposit promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into such Dominion Account. All Payment Items received by any Borrower in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower as trustee of an express trust for Agent’s and Lenders’ benefit; each Borrower shall immediately deposit same in kind in the applicable Dominion Account; and Agent may remit such proceeds to Lenders for application to the Obligations in the manner authorized by this Agreement. Agent retains the right at all times that a Default or an Event of Default exists to notify Account Debtors of any Borrower that Accounts have been assigned to Agent, to collect Accounts directly in its own name (and, in connection therewith, to charge to Borrowers the collection costs and expenses incurred by Agent, including reasonable out-of-pocket attorneys’ fees). At any time an Event of Default exists, Agent shall have the right to settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of any Accounts upon such terms and conditions as Agent may deem advisable, and to charge the deficiencies, costs and expenses thereof, including reasonable out-of-pocket attorneys’ fees, to Borrowers.

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accounts, each Borrower shall endeavor in the first instance to make collection of such Borrower’s 's Accounts for Agent and Lenders and, in connection therewith, Lenders. Borrowers shall use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or collateral security relating to each such Account. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to the applicable such Dominion Account (or lockboxes related to such the Dominion Account), and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into the Dominion Account. Borrowers shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. All Payment Items received by any Borrower in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower as trustee of an express trust for Agent’s 's and Lenders’ ' benefit; each Borrower Borrowers shall immediately deposit same in kind in the applicable Dominion Account; and Agent may remit such proceeds to Lenders for application to the Obligations in the manner authorized by this Agreement. Agent retains the right at all times that a Default or an Event of Default exists to notify Account Debtors of any Borrower that Accounts have been assigned to Agent, to collect Accounts directly in its own name (and, in connection therewith, to charge to Borrowers the collection costs and expenses incurred by Agent, including reasonable out-of-pocket attorneys’ fees). At any time an Event of Default exists, Agent shall have the right to settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of any Accounts upon such terms and conditions as Agent may deem advisable, advisable in its reasonable credit judgment and to charge to Borrowers the deficiencies, collection costs and expenses thereofincurred by Agent, including reasonable out-of-pocket attorneys’ ' fees, to Borrowers).

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accounts, each Borrower Obligor shall endeavor endeavor, at such Obligor’s expense, in the first instance to make collection of such BorrowerObligor’s Accounts for Agent and Lenders and, in connection therewith, shall use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or collateral security relating to each such Account. Each Borrower Obligors shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment payment, after the occurrence of a Trigger Event, directly to the applicable Dominion Account (or lockboxes to Lockboxes related to such the Dominion Account), and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) Lockbox), after the occurrence of a Trigger Event, into such the Dominion Account. Obligors shall issue to each Lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the Lockbox, after the occurrence of a Trigger Event, to the Dominion Account, with respect to remittances received in a Borrower’s Lockbox. All Payment Items received by any Borrower Obligor in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower Obligor as trustee of an express trust for Agent’s and Lenders’ benefit; each Borrower such Obligor shall immediately deposit same in kind kind, after the occurrence of a Trigger Event with respect to Payment Items received by an Obligor, in the applicable Dominion Account; and Agent may remit such proceeds received in the Dominion Account to Lenders for application to the Obligations in the manner authorized by this Agreement. Agent retains the right at all times that a Default or an Event of Default exists to notify Account Debtors of any Borrower Obligor that Accounts have been assigned to Agent, Agent and to collect Accounts directly in its own name (and, in connection therewith, and to charge to Borrowers Obligors the collection costs and expenses incurred by Agent, including reasonable out-of-pocket attorneys’ fees). At any time an Event of Default exists, Agent shall have the right to settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of any Accounts upon such terms and conditions as Agent may deem advisable, and to charge the deficiencies, costs and expenses thereof, including reasonable out-of-pocket attorneys’ fees, to Borrowers.

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accounts, each Borrower shall endeavor in the first instance to make collection of such Borrower’s 's Accounts for Administrative Agent and Lenders and, in connection therewith, shall use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or collateral security relating to each such Account. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to the applicable Dominion Account (or lockboxes related to such Dominion Account), and (ii) deposit promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into such Dominion Account. All Payment Items received by any Borrower in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower as trustee of an express trust for Administrative Agent’s 's and Lenders’ ' benefit; each Borrower Borrowers shall immediately promptly, and in any event no later than the seventh Business Day after the date of receipt thereof, deposit the same in kind in the applicable Dominion AccountCollection Accounts; and Administrative Agent may remit such proceeds to Lenders for application to the Obligations in the manner authorized by this Agreement. Administrative Agent retains the right at all times that a Default or an Event of Default exists to notify Account Debtors on Wholesale Receivables of any Borrower that Accounts Wholesale Receivables have been assigned to Administrative Agent, to collect Accounts Wholesale Receivables directly in its own name (and, in connection therewith, and to charge to Borrowers the collection costs and expenses incurred by Administrative Agent, including reasonable out-of-pocket attorneys’ ' fees). At any time an Event of Default exists, Administrative Agent shall have the right to settle or adjust all disputes and claims directly with the Account Debtor on Wholesale Receivables and to compromise the amount or extend the time for payment of any Accounts Wholesale Receivables upon such terms and conditions as Administrative Agent may deem advisable, and to charge the deficiencies, costs and expenses thereof, including reasonable out-of-pocket attorneys’ ' fees, to Borrowers.

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accounts, each Borrower shall endeavor in the first instance to make collection of such Borrower’s Accounts for Administrative Agent and Lenders and, in connection therewith, shall use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or collateral security relating to each such Account. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to the applicable Dominion Account (or lockboxes related to such Dominion Account), and (ii) deposit promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into such Dominion Account. All Payment Items received by any Borrower in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower as trustee of an express trust for Administrative Agent’s and Lenders’ benefit; each Borrower Borrowers shall immediately promptly, and in any event no later than the seventh Business Day after the date of receipt thereof, deposit the same in kind in the applicable Dominion AccountCollection Accounts; and Administrative Agent may remit such proceeds to Lenders for application to the Obligations in the manner authorized by this Agreement. Administrative Agent retains the right at all times that a Default or an Event of Default exists to notify Account Debtors on Wholesale Receivables of any Borrower that Accounts Wholesale Receivables have been assigned to Administrative Agent, to collect Accounts Wholesale Receivables directly in its own name (and, in connection therewith, and to charge to Borrowers the collection costs and expenses incurred by Administrative Agent, including reasonable out-of-pocket attorneys’ fees). At any time an Event of Default exists, Administrative Agent shall have the right to settle or adjust all disputes and claims directly with the Account Debtor on Wholesale Receivables and to compromise the amount or extend the time for payment of any Accounts Wholesale Receivables upon such terms and conditions as Administrative Agent may deem advisable, and to charge the deficiencies, costs and expenses thereof, including reasonable out-of-pocket attorneys’ fees, to Borrowers.

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accounts, each Borrower shall endeavor in the first instance to make collection of such Borrower’s Accounts for Agent and Lenders Lender and, in connection therewith, shall use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or collateral security relating to each such Account. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to the applicable Dominion Account (or lockboxes related to such Dominion Account), and (ii) deposit promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into such Dominion Account. All Payment Items received by any Borrower in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower as trustee of an express trust for AgentLender’s and Lenders’ benefit; each Borrower and Borrowers shall immediately promptly deposit the same in kind in the applicable Dominion Account; and Agent may remit such proceeds to Lenders for application to the Obligations in the manner authorized by this AgreementCollection Accounts. Agent Lender retains the right at all times that a Default or an Event of Default exists to notify Account Debtors on Wholesale Receivables of any Borrower that Accounts Wholesale Receivables have been assigned to AgentLender, to collect Accounts Wholesale Receivables directly in its own name (and, in connection therewith, and to charge to Borrowers the collection costs and expenses incurred by AgentLender, including reasonable out-of-pocket attorneys’ fees). At any time an Event of Default exists, Agent Lender shall have the right to settle or adjust all disputes and claims directly with the Account Debtor on Wholesale Receivables and to compromise the amount or extend the time for payment of any Accounts Wholesale Receivables upon such terms and conditions as Agent Lender may deem advisable, and to charge the deficiencies, costs and expenses thereof, including reasonable out-of-pocket attorneys’ fees, to Borrowers.

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accounts, each Borrower shall endeavor to make collection of such Borrower’s Accounts for Agent and Lenders and, in connection therewith, shall use commercially reasonable efforts to keep in full force and effect (a) If any Supporting Obligation or collateral security relating to each such Account. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to the applicable Dominion Account (or lockboxes related to such Dominion Account), and (ii) deposit promptly, and in Loan Party receives any event no later than the first Business Day after the date of receipt thereof, all cashmonies, checks, drafts or notes, drafts, and other similar items of payment payments relating to or constituting payments made in respect proceeds of any and all Collateral (whether accounts or not otherwise delivered to a lockbox) into such Dominion Account. All Payment Items received by any Borrower in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower as trustee of an express trust for Agent’s and Lenders’ benefit; each Borrower Loan Party shall immediately (but in any event within 3 Business Days) deposit same such items in kind in the applicable Dominion Account; and Agent may remit Collections Account fully-endorsed. Each Loan Party shall advise each Account Debtor that remits amounts payable on the accounts or any other Person that remits amounts to such proceeds Loan Party in respect of any of the Collateral by wire transfer or Automated Clearing House to Lenders for application make such remittances directly to the Obligations Collections Account. (b) Each Loan Party and Lender shall cause all balances in any deposit account into which the proceeds of accounts or other collateral are deposited to be transmitted daily to the Collections Account by wire transfer or depository transfer check or Automated Clearing House transfer. (c) Deposits in the manner authorized by this Agreement. Agent retains Collection Account shall be credited, subject to final payment, to the right at all times that a Default or an payment of the Obligations after the date of actual receipt and deposit into the Collection Account in such order as Lender shall determine in its sole discretion; provided that, in the absence of any Event of Default exists Default, Lender shall apply all such funds representing collection of accounts first to notify Account Debtors the prepayment of the principal amount of the Revolving Loans. (d) Any payments which are received by any Borrower that Accounts have been assigned Loan Party (including any payment evidenced by a promissory note or other instrument) shall be held in trust for Lender and shall be (i) deposited in the Collections Account, or (ii) delivered to AgentLender, to collect Accounts directly as promptly as possible in its own name the exact form received, together with any necessary endorsements. (and, in connection therewith, to charge to e) Borrowers the collection costs and expenses incurred by Agent, including reasonable out-of-pocket attorneys’ shall pay all customary fees). At any time an Event of Default exists, Agent shall have the right to settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of any Accounts upon such terms and conditions as Agent may deem advisable, and to charge the deficiencies, costs and expenses thereof, including reasonable out-of-pocket attorneys’ fees, to Borrowers.in connection with opening and maintaining any Collections Account. Section 6.3

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accounts, each Borrower shall endeavor to make collection of such Borrower’s Accounts for Agent and Lenders Lender and, in connection therewith, shall use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or collateral security relating to each such Account. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to the applicable Dominion Account (or lockboxes related to such Dominion Account), and (ii) deposit promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into such Dominion Account. All Payment Items received by any Borrower in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower as trustee of an express trust for AgentLender’s benefit, and Lenders’ benefit; each Borrower shall immediately deposit same in kind in the applicable Dominion Account; . All Payment Items received by any Borrower in respect of its Accounts, together with the proceeds of any other Collateral, will be made available to Borrowers as and Agent may remit such proceeds to Lenders for application to the Obligations extent provided in the manner authorized by this AgreementDIP Financing Orders. Agent Lender retains the right at all times that a Default or an Event of Default exists to notify Account Debtors of any Borrower that Accounts have been assigned to AgentLender, to collect Accounts directly in its own name (and, in connection therewith, to charge to Borrowers the collection costs and expenses incurred by AgentLender, including reasonable out-of-pocket attorneys’ fees). At any time that an Event of Default exists, Agent Lender shall have the right to settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of any Accounts upon such terms and conditions as Agent Lender may deem advisable, and to charge the deficiencies, costs and expenses thereof, including reasonable out-of-pocket attorneys’ fees, to Borrowers.

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accountscollection, each Borrower shall endeavor in the first instance to make collection of such Borrower’s 's Accounts for Agent and Lenders and, in connection therewith, Lenders. Borrowers shall use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or collateral security relating to each such Account. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to the applicable Dominion Account (or lockboxes related to such the Dominion Account), and (ii) deposit and cause their Subsidiaries to deposit promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into the Dominion Account. Borrowers shall issue to each lockbox bank an irrevocable letter of instruction directing such bank to deposit all remittances received in the lockbox to the Dominion Account. All Payment Items received by any Borrower in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower as trustee of an express trust for Agent’s and Lenders’ 's benefit; each such Borrower shall immediately deposit same in kind in the applicable Dominion Account; and Agent may remit such proceeds to Lenders for application of such proceeds to the Obligations in the manner authorized by this Agreement. Agent retains the right at all times that a Default or an Event of Default exists to notify Account Debtors of any Borrower that Accounts have been assigned to Agent, Agent and to collect Accounts directly in its own name (and, in connection therewith, and to charge to Borrowers the collection costs and expenses incurred by AgentAgent or Lenders, including reasonable out-of-pocket attorneys’ ' fees). At any time an Event of Default exists, Agent shall have the right to settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of any Accounts upon such terms and conditions as Agent may deem advisable, and to charge the deficiencies, costs and expenses thereof, including reasonable out-of-pocket attorneys’ fees, to Borrowers.

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accounts, each Borrower Obligor shall endeavor endeavor, at such Obligor's expense, in the first instance to make collection of such Borrower’s Obligor's Accounts for Agent and Lenders and, in connection therewith, shall use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or collateral security relating to each such Account. Each Borrower Obligors shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to the applicable Controlled Accounts (or, with respect to Obligors other than the Canadian Obligors, after the occurrence of a Trigger Event, to the Dominion Account (or lockboxes to Lockboxes related to such the Dominion Account), and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockboxLockbox) into such a Controlled Account (or, with respect to Obligors other than the Canadian Obligors, after the occurrence of a Trigger Event, into the Dominion Account). Obligors shall issue to each Lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the Lockbox to a Controlled Account (or, after the occurrence of a Trigger Event, to the Dominion Account, with respect to remittances received in a Borrower's Lockbox, or to the Borrowers' Controlled Account, with respect to remittances received in a Canadian Obligor's Lockbox). All Payment Items received by any Borrower Obligor in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower Obligor as trustee of an express trust for Agent’s 's and Lenders’ ' benefit; each Borrower such Obligor shall immediately deposit same in kind in a Controlled Account (or, after the applicable occurrence of a Trigger Event with respect to Payment Items received by an Obligor other than a Canadian Obligor, in the Dominion Account); and Agent may remit such proceeds received in the Dominion Account to Lenders for application to the Obligations in the manner authorized by this Agreement. Agent retains the right at all times that a Default or an Event of Default exists to notify Account Debtors of any Borrower Obligor that Accounts have been assigned to Agent, Agent and to collect Accounts directly in its own name (and, in connection therewith, and to charge to Borrowers Obligors the collection costs and expenses incurred by Agent, including reasonable out-of-pocket attorneys’ ' fees). At any time an Event of Default exists, Agent shall have the right to settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of any Accounts upon such terms and conditions as Agent may deem advisable, and to charge the deficiencies, costs and expenses thereof, including reasonable out-of-pocket attorneys’ fees, to Borrowers.