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

Collection of Accounts, Proceeds of Collateral. Each Borrower agrees that all invoices rendered and other requests made by any Borrower or any other Loan Party for payment in respect of Accounts shall contain a written statement directing payment in respect of such Accounts to be paid to a lockbox established pursuant to subsection 5.2.4. To expedite collection, Borrowers shall endeavor, and shall cause each other Loan Party to endeavor, in the first instance to make collection of its Accounts for Agents. All remittances received by any Borrower or any Loan Party on account of Accounts, together with the proceeds of any other Collateral, shall be held as Agent's, Canadian Agent's or U.K. Agent's, as the case may be, property, for its benefit and the benefit of the applicable Lenders, by the applicable Borrower or such Loan Party as trustee of an express trust for Agent's, Canadian Agent's or U.K. Agent's benefit, as applicable, and the applicable Borrower shall, or shall cause the applicable Loan Party to, immediately deposit same in kind in the Dominion Account. Agents retain the right at all times after the occurrence and during the continuance of a Default or an Event of Default to notify Account Debtors that Borrowers' and each other Loan Party's Accounts have been assigned to Agents and to collect Borrowers' or any Loan Party's Accounts directly in its own name, or in the name of any Agent's agent, and to charge the collection costs and expenses, including attorneys' fees, to the applicable Borrower.

Collection of Accounts, Proceeds of Collateral. Each Borrower agrees that all invoices rendered and other requests made by any Borrower or any other Loan Party for payment in respect of Accounts shall contain a written statement directing payment in respect of such Accounts to be paid to a lockbox established pursuant to subsection 5.2.4. To expedite collection, Borrowers shall endeavor, and shall cause each other Loan Party to endeavor, in the first instance to make collection of its Accounts for Agents. All remittances received by any Borrower or any Loan Party on account of Accounts, together with the proceeds of any other Collateral, shall be held as Agent's’s, Canadian Agent's ’s or U.K. Agent's’s, as the case may be, property, for its benefit and the benefit of the applicable Lenders, by the applicable Borrower or such Loan Party as trustee of an express trust for Agent's’s, Canadian Agent's ’s or U.K. Agent's ’s benefit, as applicable, and the applicable Borrower shall, or shall cause the applicable Loan Party to, immediately deposit same in kind in the Dominion Account. Agents retain the right at all times after the occurrence and during the continuance of a Default or an Event of Default to notify Account Debtors that Borrowers' ’ and each other Loan Party's ’s Accounts have been assigned to Agents and to collect Borrowers' ’ or any Loan Party's ’s Accounts directly in its own name, or in the name of any Agent's ’s agent, and to charge the collection costs and expenses, including attorneys' ’ fees, to the applicable Borrower.

Collection of Accounts, Proceeds of Collateral. Each U.S. Borrower agrees that all invoices rendered and other requests made by any such Borrower or any other Loan Party for payment in respect of Accounts shall contain a written statement directing payment in respect of such Accounts to be paid to a lockbox or blocked account established pursuant to subsection 5.2.46.2.4. Canadian Borrower agrees that all invoices rendered and other requests made by such Borrower for payment in respect of Accounts shall be made payable to one of Canadian Borrower’s places of business, to in turn be deposited to a blocked account established pursuant to subsection 6.2.4. To expedite collection, Borrowers shall endeavoreach Borrower shall, and Canadian Borrower shall cause each other Loan Party to endeavorGerman Obligor to, endeavor in the first instance to make collection of its Accounts for Agentsthe applicable Agent. All remittances received by any each Borrower or any Loan Party on account of Accounts, together with the proceeds of any other Collateral, shall shall, if received by such Borrower, be held as Agent's, Canadian Agent's or U.K. Agent's, as the case may be, property, for its benefit and the benefit of the applicable LendersCanadian Agent or U.S. Agent, as applicable, by the applicable such Borrower or such Loan Party as trustee of an express trust for the applicable Agent's, Canadian Agent's or U.K. Agent's ’s benefit, as applicable, and the applicable Borrower shall, or shall cause the applicable Loan Party to, immediately deposit same in kind in the Dominion Account. Agents retain Each Agent retains the right at all times after the occurrence and during the continuance of a Default or an Event of Default to notify Account Debtors that Borrowers' and each other Loan Party's any Obligor’s Accounts have been assigned to Agents an Agent and to collect Borrowers' or any Loan Party's such Obligor’s Accounts directly in its own name, or in the name of any Agent's its agent, and to charge the collection costs and expenses, including attorneys' legal fees, to the applicable Borrower.