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

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after the Effective Date, each Loan Party shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at one or more of the banks set forth on Schedule 7.01 or such other banks selected by the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each a "Cash Management Bank"), and shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Loan Parties, to forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent and each Cash Management Account shall be a cash collateral account subject to a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Bank. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Cash Management Account. The Loan Parties shall not commingle such collections with the Loan Parties' own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligations, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after the Effective Date, each Loan Party shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at one or more of the banks set forth on Schedule 7.01 or such other banks selected by the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each a "Cash Management Bank"), and shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Loan Parties, to forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent and each Cash Management Account shall be a cash collateral account subject to a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Bank. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent's ’s benefit and on the Administrative Agent's ’s behalf, but at the Loan Parties' ’ expense; such privilege shall terminate, at the election of any the Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agents Agent and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from *** with respect to any accounts located in England and Wales). The Loan Parties shall not commingle such collections with the Loan Parties' ’ own funds or the funds of any of their *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to At the occurrence of an Event of Default, all funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After Agent’s election after the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's ’s Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Term Loan, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to the Effective Date, each Loan Party the Borrower and the Domestic Guarantors shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at one or more of lockboxes identified on Schedule 8.01 hereto (collectively, the banks “Lockboxes”) with the financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties Borrower and acceptable to approved by the Administrative Agent in its sole discretion exercised reasonably (which approval shall not be unreasonably withheld) (each being referred to as a "Cash Management “Lockbox Bank"”), and (ii) establishing, and during the term of this Agreement, maintaining an account (the “Collection Account”) with each Lockbox Bank as set forth on Schedule 8.01. The Borrower and the Domestic Guarantors shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Loan PartiesBorrower and the Domestic Guarantors, to forward remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment of the amounts owed as directed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, and shall instruct each Lockbox Bank to deposit all amounts received in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties Borrower and the Domestic Guarantors may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Borrower and such Domestic Guarantors for the Administrative Agent's ’s benefit and on the Administrative Agent's ’s behalf, but at the Loan Parties' Borrower’s expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrower or any Domestic Guarantor from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesBorrower or such Domestic Guarantor, or as proceeds of any other Collateral, shall be held by the Loan Parties Borrower or such Domestic Guarantor in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrower or such Domestic Guarantor in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. The Loan Parties Neither the Borrower nor any Domestic Guarantor shall not commingle such collections with the Loan Parties' Borrower’s or such Domestic Guarantor’s (as the case may be) own funds or the funds of any Subsidiary or Affiliate of their Subsidiaries the Borrower or Affiliates such Domestic Guarantor (as the case may be) or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all All funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Payment Office to be credited to the Administrative Agent's ’s Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Revolving Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to the Effective Date, each the Loan Party Parties shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services one or more lockboxes in the name of a type and on terms satisfactory to the Administrative Agent at one or more of and identified on Schedule 8.01 hereto (collectively, the banks “Lockboxes”) with the financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties Borrower and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management “Lockbox Bank"”), and (ii) establishing, and during the term of this Agreement, maintaining an account (a “Collection Account” and, collectively, the “Collection Accounts”) in the name of the First Lien Agent (or after the First Lien Termination Date, in the name of Administrative Agent) with each Lockbox Bank. The Loan Parties shall irrevocably instruct their its Account Debtors, with respect to Accounts Receivable of the Loan Parties, to forward remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment of as directed by the amounts owed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral First Lien Agent and the applicable Loan Parties, shall instruct each Lockbox Bank to deposit all amounts received in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent's ’s benefit and on the Administrative Agent's ’s behalf, but at the Loan Parties' Borrower’s expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the any Loan Parties Party from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the such Loan Parties Party in trust for the Agents and the Lenders and upon receipt be deposited by the such Loan Parties Party in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. The Loan Parties shall not commingle such collections with the such Loan Parties' Party’s own funds or the funds of any Subsidiary or Affiliate of their Subsidiaries or Affiliates such Loan Party or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all All funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligations, conditional upon final payment to the Administrative First Lien Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to the Effective Date, each Loan Party the Borrower shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at one or more lockboxes in the name of Foothill (or, if the Foothill Indebtedness under the Foothill Loan Agreement has been repaid in full and the Foothill Loan Agreement has been terminated, in the name of the banks Administrative Agent) and identified on Schedule 8.01 hereto (collectively, the “Lockboxes”) with the financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties Borrower and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management “Lockbox Bank"”), and (ii) establishing, and during the term of this Agreement, maintaining an account (a “Collection Account” and, collectively, the “Collection Accounts”) in the name of Foothill (or, if the Foothill Indebtedness under the Foothill Loan Agreement has been repaid in full and the Foothill Loan Agreement has been terminated, in the name of the Administrative Agent) with each Lockbox Bank. The Borrower shall irrevocably instruct their its Account Debtors, with respect to Accounts Receivable of the Loan PartiesBorrower, to forward remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment of as directed by Foothill (or, if the amounts owed Foothill Indebtedness under the Foothill Loan Agreement has been repaid in full and the Foothill Loan Agreement has been terminated, by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, ) and shall instruct each Lockbox Bank to deposit all amounts received in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be a cash collateral account subject to a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Bank. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing at such Lockbox Bank on the Accounts Receivable of the Loan Parties for the Administrative Agent's benefit and day received or, if such day is not a Business Day, on the Administrative Agent's behalf, but at the Loan Parties' expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Defaultnext succeeding Business Day. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrower from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesBorrower, or as proceeds of any other Collateral, shall be held by the Loan Parties Borrower in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrower in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. The Loan Parties Borrower shall not commingle such collections with the Loan Parties' Borrower’s own funds or the funds of any Subsidiary or Affiliate of their Subsidiaries or Affiliates the Borrower or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligations, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days The Borrower has established and at all times shall maintain concentration accounts (the "Concentration Accounts") at the Concentration Account Bank and identified as the "Collateral Agent Accounts" in the Concentration Account Agreement, and shall promptly deposit, and shall cause each of its Subsidiaries promptly to deposit, all Collections in excess of $200,000 in the aggregate received by the Borrower or any of its Subsidiaries from any source, and in any event no later than the first Business Day after the Effective Datedate of receipt thereof, each Loan Party shall assist and all other Collections received by the Borrower or any of its Subsidiaries from any source promptly, and in any event no later than the second Business Day after the date of the receipt thereof, into the Concentration Accounts. The Borrower, the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at one or more of the banks set forth on Schedule 7.01 or such other banks selected by the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each a "Cash Management Bank"), and shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Loan Parties, to forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent and each Cash Management Concentration Account shall be Bank have entered into a cash collateral concentration account subject to a control agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered Agent (the "Concentration Account Agreement"). Neither the Concentration Account Agreement nor the arrangements contemplated thereby shall be modified by the applicable Loan Party, Borrower or any of its Subsidiaries without the prior written consent of the Administrative Agent. Upon the terms and subject to the conditions set forth in the Concentration Account Agreement, and all amounts received in the applicable Cash Management BankConcentration Accounts shall be deposited each Business Day into the Administrative Agent Account. Until the Administrative Agent has advised the Loan Parties Borrower to the contrary after upon the occurrence and during the continuance of an Event of Default, the Loan Parties Borrower and its Subsidiaries may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Account Receivables for the Administrative Agent's benefit of, and on behalf of, the Administrative Agent's behalf, but at Collateral Agent and the Loan Parties' expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of DefaultLenders. All Collections (including checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness Indebtedness) received directly by the Loan Parties Borrower or any of its Subsidiaries from any Account Debtor or any other source (exclusive of their Account Debtorsthe Lenders), whether as proceeds from Accounts Receivable of the Loan PartiesReceivable, or as proceeds of any other Collateral, or otherwise, shall be received and held by the applicable Loan Parties Party in trust for the Agents and the Lenders and upon receipt be deposited by the such Loan Parties Party in original form and no later than the next Business Day after receipt thereof into a Cash Management Accountthe Concentration Accounts. The Loan Parties Borrower shall not not, nor shall it permit any of its Subsidiaries to, commingle such collections with the Loan Parties' own funds or the funds of any of their Subsidiaries or Affiliates or Collections with the proceeds of any assets not included in the CollateralLoan. Prior to the occurrence All Collections of an Event of Default, all funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents each Subsidiary of the Borrower in accordance with prior practice. After deposited into the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Account Concentration Accounts by such Subsidiary shall be sent deemed first to be a repayment of all outstanding Intercompany Advances made by wire transfer any Loan Party to such Subsidiary, until paid in full, with all such remaining Collections being deemed to be a distribution by such Subsidiary to Borrower through each Person who (directly or Automated Clearing Houseindirectly through one or more intermediaries) owns the Capital Stock of such Subsidiary, Inc. payment to the Administrative Agent's Account for application at the end other than any limited partner of each Business Day to reduce the then outstanding Obligations, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collecteda Non-Wholly Owned Subsidiary.

Collection of Accounts Receivable; Management of Collateral. (aa)(i) Within 30 days after On or prior to the Effective Date, each the Loan Party Parties other than the Canadian Loan Parties shall assist the Administrative Agent in (iA) establishing, and, during the term of this Agreement, maintaining cash management services one or more lockboxes in the name of a type and on terms satisfactory to the Administrative Agent at one or more of and identified on Schedule 8.01 hereto (collectively, the banks "Lockboxes") with the financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management Lockbox Bank"), (B) establishing, and during the term of this Agreement, maintaining an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name of the Administrative Agent with each Lockbox Bank, and (C) establishing, and during the term of this Agreement, maintaining the Depository Accounts set forth in Schedule 8.01 or such other Depository Accounts after the Effective Date, all in the name of the Administrative Agent, which will be subject to a depository account agreement and with a depository bank satisfactory to the Administrative Agent. The Loan Parties other than the Canadian Loan Parties shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the such Loan Parties, to forward remit all payments to be made by checks or other drafts to the Lockboxes and/or the Depository Accounts and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment of the amounts owed as directed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, and shall instruct each Lockbox Bank to deposit all amounts received in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties Borrowers to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties other than the Canadian Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the such Loan Parties for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness Collections received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account or a Depository Account. The Loan Parties shall not commingle such collections with the Loan Parties' their own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to The Administrative Agent shall charge the occurrence Loan Account on the last day of an Event of Default, each month with two (2) collection days for all such Collections. All funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers Collection Account or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management a Depository Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Revolving Loans or as otherwise to be applied in accordance with Section 2.05(d), conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after on or prior to the Effective Date, each Loan Party the Borrowers shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services one or more lockboxes in the name of a type and on terms satisfactory to the Administrative Agent at one or more of which shall be identified in writing (collectively, the banks "Lockboxes") with the financial institutions set forth on Schedule 7.01 in such writing or such other banks financial institutions selected by the Loan Parties Borrowers and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management Lockbox Bank"), and (ii) establishing, and during the term of this Agreement, maintaining an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name of the Administrative Agent with each Lockbox Bank. The Borrowers shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Loan PartiesBorrowers, to forward remit all payment of to be made by checks or other drafts to the amounts owed Lockboxes and to remit all payments to be made by them directly to such Cash Management Bankwire transfer or by Automated Clearing House, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if Inc. payments as directed by the Administrative Agent otherwise agrees, and shall instruct each Lockbox Bank to deposit all amounts received in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties Administrative Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties Borrowers may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Borrowers for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan PartiesBorrowers' expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrowers from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesBorrowers, or as proceeds of any other Collateral, shall be held by the Loan Parties Borrowers in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrowers in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. The Loan Parties Borrowers shall not commingle such collections with the Loan PartiesBorrowers' own funds or the funds of any Subsidiary or Affiliate of their Subsidiaries or Affiliates the Borrowers or with the proceeds of any assets not included in the Collateral. Prior The Administrative Agent shall charge the Loan Account on the last day of each month with two (2) collection days for all such collections. Subject to the occurrence provisions of an Event of DefaultSection 2.05(c)(v) hereof, all funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Collection Account shall be sent by wire transfer or Automated Clearing House, House Inc. payment to the Payment Office to be credited to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Revolving Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments instrument received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to the Effective Date, each Loan Party shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services one or more lockboxes in the name of a type and on terms satisfactory to the Administrative Agent at (collectively, the "Lockboxes") with one or more of the banks financial institutions set forth on Schedule 7.01 8.01 or such other banks financial institutions selected by the Loan Parties Borrower and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management Lockbox Bank"), and (ii) establishing, and, during the term of this Agreement, maintaining an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name of the Administrative Agent with each Lockbox Bank. On or prior to the Effective Date, each Loan Party shall irrevocably instruct their its Account Debtors, with respect to Accounts Receivable of the such Loan PartiesParty, to forward remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment of the amounts owed as directed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, and shall instruct each Lockbox Bank to deposit all amounts received in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Account shall be Collection Accounts at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties Borrower to the contrary contrary, after (x) the occurrence and during the continuance of an a Default or Event of DefaultDefault or (y) the date on which the aggregate amount of Qualified Cash and the Revolver A Availability is less than $5,000,000 (either such event described in clause (x) or (y), the an "Activation Event"), each Loan Parties Party may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the such Loan Parties Party for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the such Loan Parties' Party's expense; such privilege shall terminate, at the election of any Administrative Agent's election, upon the occurrence and during the continuance of an Event of DefaultActivation Event. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the any Loan Parties Party from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the any Loan PartiesParty, or as proceeds of any other Collateral, shall be held by the such Loan Parties Party in trust for the Agents and the Lenders and upon receipt be deposited by the such Loan Parties Party in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. All proceeds received by any Loan Party in the accounts identified on Schedule 8.01(a) shall, no later than the next Business Day, be transferred to a Collection Account. The Borrower shall, and shall cause each other Loan Party to, use its commercially reasonable efforts to have its customers remit its checks, drafts, notes, money orders, acceptances, cash or other evidences of Indebtedness directly to a Collection Account or a Lockbox. None of the Loan Parties shall not commingle such collections with the such Loan Parties' Party's own funds or the funds of any Subsidiary or Affiliate of their Subsidiaries or Affiliates such Loan Party that is not itself a Loan Party or with the proceeds of any assets not included in the CollateralCollateral other than with funds collected on behalf of third parties representing amounts attributable to trust fund taxes or Hydrocarbon interests of third Persons. Prior For so long as the Administrative Agent has not directed funds received in the Collection Accounts to be sent to the occurrence Administrative Agent's Account as set forth in this Section 8.01(a), each Lockbox Bank shall transfer funds received in the Collection Accounts to the operating account of the Loan Parties specified on Schedule 8.01. During the continuance of an Event Activation Event, the Administrative Agent may direct that not more than 45% of Default, all funds received in the Cash Management Collection Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Account shall be sent by wire transfer or Automated Clearing House, Inc. ("ACH") payment to the Payment Office to be credited to the Administrative Agent's Account for application at and applied to the end Obligations. The Borrower shall, on a monthly basis delivery to the Administrative Agent a report (the "Cash Report") reflecting the actual percentage of each Business Day ownership by the Loan Parties of all funds received from the sale of Hydrocarbons deposited into the Collection Accounts (such percentage, the "Actual Cash Sweep Percentage") and the aggregate amount of such deposits in the Collection Accounts (including, without limitation, funds collected on behalf of third parties representing amounts attributable to reduce trust fund taxes or Hydrocarbon interest of third Persons) (the then outstanding Obligations, conditional upon final payment "Total Collected Cash"). In the event that the Administrative Agent has directed funds from the Collection Accounts to the Payment Office to be credited to the Administrative Agent's Account resulting in funds transferred to such account to be less than an amount equal to the Total Collected Cash multiplied by the Cash Sweep Percentage, the Administrative Agent may, in its sole discretion, direct additional funds equal to such deficiency in the Collection Accounts to be sent by wire transfer or ACH payment to the Payment Office to be credited to the Administrative Agent's Account and applied to the Obligations. In the event that the Administrative Agent has directed funds from the Collection Accounts to the Payment Office to be credited to the Administrative Agent's Account resulting in funds transferred to such account to be greater than an amount equal to the Total Collected Cash multiplied by the Cash Sweep Percentage, the Administrative Agent, shall upon five (5) Business Days' written request from the Borrower, remit funds equal to such excess to the Disbursement Account, provided that before and after giving effect to such remittance, Revolver A Availability shall not be less than $2,000,000. No checks, drafts drafts, notes, money orders, acceptances, cash or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts drafts, notes, money orders, acceptances, cash or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after of the Effective Date, each the Loan Party Parties shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services one or more lockboxes in the name of a type and on terms satisfactory to the Administrative Agent at one or more of and identified on Schedule 8.01 hereto (collectively, the banks "Lockboxes") with the financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management Lockbox Bank"), and (ii) establishing, and during the term of this Agreement, maintaining an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name of the Administrative Agent with each Lockbox Bank. The Loan Parties shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Loan Parties, to forward remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment of the amounts owed as directed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, and shall instruct each Lockbox Bank to deposit all amounts received in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as - 95 - proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agents Agents, the L/C Issuer and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. The Loan Parties shall not commingle such collections with the Loan Parties' own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all funds received in the Cash Management Collection Accounts shall be processed by the respective Cash Management Lockbox Banks in accordance with the instructions of officers or agents of the Borrower Borrowers in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Lockbox Banks that all funds received in the Cash Management Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligations, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to the Effective Date, each the Loan Party Parties shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at one or more lockboxes in the name of the banks Agent and identified on Schedule 8.01 hereto (collectively, the "Lockboxes") with the financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management Lockbox Bank"), and (ii) establishing, and during the term of this Agreement, maintaining an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name of the Agent with each Lockbox Bank. The Loan Parties shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Loan Parties, to forward remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment of as directed by the amounts owed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, shall instruct each Lockbox Bank to deposit all amounts received in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' expense; such privilege shall terminate, at the election of any the Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agents Agent and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. The Loan Parties shall not commingle such collections with the Loan Parties' own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to The Agent shall charge the occurrence of an Event of Default, all funds received in Loan Account on the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Account for application at the end last day of each Business Day to reduce the then outstanding Obligations, conditional upon final payment to the Administrative Agentmonth with two (2) collection days for all such collections. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to the Effective Date, each the Loan Party Parties shall assist the Administrative Funding Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at maintaining, one or more blocked accounts in the name of the banks Funding Agent (for the benefit of the Borrower) and identified on Schedule 8.01 hereto (collectively, the "Collection Accounts") with the financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties and acceptable to the Administrative Funding Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management Collection Account Bank"). If any Account Debtor of the Loan Parties remits payments by wire transfer or by Automated Clearing House, Inc. and does not remit such payments into a Collection Account, the Loan Parties shall irrevocably instruct their such Account DebtorsDebtor, with respect to Accounts Receivable of the Loan Parties, to forward remit all payments made by wire transfer or by Automated Clearing House, Inc. payment of the amounts owed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent and each Cash Management Account shall be a cash collateral account subject to a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered Collection Account or into another account as may be directed by the applicable Loan Party, the Administrative Funding Agent, and the applicable Cash Management Bank. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness Collections received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, Debtors shall be held by the Loan Parties in trust for the Agents and the Lenders and and, upon receipt by the Borrower, be deposited by the Loan Parties in original form and form, no later than the next Business Day after receipt thereof thereof, into a Cash Management Collection Account. Each Collection Account Bank shall deposit and/or credit all amounts received by it into the Collection Account at such Collection Account Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. The Loan Parties shall not commingle such collections any Collections with the Loan Parties' own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior Until the Funding Agent shall advise the Loan Parties to the contrary after the occurrence and during the continuance of a Specified Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for and on the Funding Agent's benefit and behalf, but at the Loan Parties' expense, and such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of a Specified Event of Default. Subject to Section 2.05 and prior to the occurrence of an a Specified Event of Default, all funds received the Loan Parties may use the proceeds of Collateral in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions ordinary course of officers or agents of the Borrower in accordance with prior practicebusiness. After the occurrence and during the continuance of an a Specified Event of Default, the Collateral Agent may give notice Default or pursuant to the respective Cash Management Banks that provisions of Section 2.05(c)(vi) with respect to proceeds subject to a Reinvestment Certificate, at the election of any Agent, upon its sole and absolute discretion, or at the request of the Required Lenders, all funds received in the Cash Management Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Funding Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Revolving Loans, conditional upon final payment to the Administrative Funding Agent. No checks, drafts or other instruments received by the Administrative Funding Agent shall constitute final payment to the Administrative Funding Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after the Effective Date, each Loan Party The Parent and its Subsidiaries shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at one or more of lockboxes identified on Schedule 8.01 hereto (collectively, the banks “Lockboxes”) with the financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties Borrower and reasonably acceptable to the Administrative Agent in its sole discretion exercised reasonably (each a "Cash Management being referred to as an “Account Control Bank"”), and (ii) during the term of this Agreement, maintaining deposit accounts (each, a “Control Account” and, collectively, the “Control Accounts”) with each Account Control Bank. The Parent and its Subsidiaries shall assist the Administrative Agent in entering into Account Control Agreements relating to the Control Accounts with the applicable Loan Party, Administrative Agent, and the Account Control Bank. The Parent and its Subsidiaries shall irrevocably instruct their (it being understood and agreed that payment instructions set forth on invoices are sufficient to satisfy such instruction) its Account DebtorsDebtors and Credit Card Processors, with respect to Accounts Receivable of the Loan PartiesBorrower, to forward remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment to a Control Account and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Control Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day; provided that the Parent and its Subsidiaries shall not be required to so instruct an Account Debtor if (i) the aggregate amount of the amounts owed by them directly Accounts Receivable related to such Cash Management BankAccount Debtor was less than $25,000 during the most recently ended 12 month period, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, aggregate amount of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent and each Cash Management Account shall be a cash collateral account subject to a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Bank. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' expense; related to all Account Debtors to whom no such privilege shall terminate, at the election of any Agent, upon the occurrence and instruction is given was less than $50,000 during the continuance of an Event of Defaultmost recently ended 12 month period. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Parent or any of its Subsidiaries from any of their Account DebtorsDebtor, as proceeds from their Accounts Receivable of the Loan PartiesReceivable, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agents and the Lenders and upon receipt be promptly deposited by the Loan Parties Parent or such Subsidiaries in original form and no later than the next Business Day after receipt thereof into a Cash Management Control Account. The Loan Parties shall not commingle such collections with the Loan Parties' own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligations, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to the Effective Date, each Loan Party the Borrowers shall assist the Administrative Agent Agent, on behalf of the Lenders, in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at one or more lockboxes in the name of the banks Agent and identified on Schedule 8.01 hereto (collectively, the "Lockboxes") with the financial institutions set forth on in Schedule 7.01 8.01 or such other banks financial institutions selected by the Loan Parties Borrowers and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management Lockbox Bank"), and (ii) establishing, and during the term of this Agreement, maintaining an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name of the Agent with each Lockbox Bank. HIS shall irrevocably instruct their its Account Debtors, with respect to Accounts Receivable of the Loan PartiesHIS, to forward payment of remit all payments to be made by checks or other drafts to the amounts owed Lockboxes and to remit all payments to be made by them wire transfer or by Automated Clearing House, Inc. payments to be made directly to such Cash Management Bank, the Collection Accounts and (ii) establishing and maintaining a bank account shall instruct each Lockbox Bank to deposit all amounts received in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be a cash collateral account subject to a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management at such Lockbox Bank. Until the Administrative Agent has advised the Loan Parties HIS to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties HIS may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties HIS for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' HIS's expense; such privilege shall terminate, at the election of any the Agent, upon the occurrence and during the continuance of an any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties HIS from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesHIS, or as proceeds of any other Collateral, shall be held by the Loan Parties HIS in trust for the Agents and the Lenders Agent and upon receipt be deposited by the Loan Parties HIS in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. The Loan Parties HIS shall not commingle such collections with the Loan Parties' HIS's own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to The Agent shall charge the occurrence Loan Account on the last day of an Event each month with two (2) collection days for all such collections, except wire transfers or other transfers of Default, all good funds. All funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment credited to the Administrative Agent's Loan Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments instrument received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to the Effective Date, each Loan Party the Borrower shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at one or more of blocked accounts (the banks "Blocked Accounts") with respect to the Borrower's principal concentration accounts with the financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties Borrower and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management Blocked Account Bank"), and (ii) establishing, and during the term of this Agreement, maintaining a control agreement relating to the Blocked Accounts with the Blocked Account Bank, the Borrower, and the Collateral Agent. The Borrower shall irrevocably instruct their its Account Debtors, with respect to Accounts Receivable of the Loan PartiesBorrower, to forward payment of the amounts owed remit all payments to be made by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable checks or other drafts to the Collateral Agent Blocked Accounts and each Cash Management Account shall to remit all payments to be a cash collateral account subject to a control agreementmade by wire transfer or by Automated Clearing House, in form and substance satisfactory Inc. payment to the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management BankBlocked Account. Until the Administrative Agent has advised the Loan Parties Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties Borrower may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Borrower for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' Borrower's expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrower from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesBorrower, or as proceeds of any other Collateral, shall be held by the Loan Parties Borrower in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrower in original form and no later than the next Business Day after receipt thereof into a Cash Management Blocked Account. The Loan Parties Borrower shall not commingle such collections with the Loan Parties' Borrower's own funds or the funds of any Subsidiary or Affiliate of their Subsidiaries or Affiliates the Borrower or with the proceeds of any assets not included in the Collateral. Prior to The Administrative Agent shall charge the occurrence Loan Account on the last day of an Event of Default, each month with 2 collection days for all funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practicesuch collections. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give Default and upon any Agent's giving notice to Borrower and the respective Cash Management Banks that applicable Blocked Account Bank, all funds received in the Cash Management Account Blocked Accounts shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Payment Office to be credited to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Revolving Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to the Effective Date, each Loan Party the Borrower shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services one or more lockboxes for itself and the Domestic Subsidiaries in the name of a type and on terms satisfactory to the Administrative Agent at one or more of and identified on Schedule 8.01 hereto (collectively, the banks “Lockboxes”) with the financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties Borrower and reasonably acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management “Lockbox Bank"”), and entering into a Control Agreement relating to each Lockbox, and (ii) establishing, and during the term of this Agreement, maintaining an account (a “Collection Account” and, collectively, the “Collection Accounts”) in the name of the Administrative Agent with each Lockbox Bank, and entering into a Control Agreement with respect to each Collection Account; provided, however, that no deposit account of the Borrower used exclusively for remitting payroll to employees shall at any time be subject to a Control Agreement; provided, further, notwithstanding the foregoing, the Lockboxes for the Accounts Receivable of the Borrower and Kids Line shall be established within 14 days after the Effective Date. The Domestic Subsidiaries shall immediately and irrevocably instruct their Account Debtors, and the Borrower and Kids Line shall begin the process of irrevocably instructing its Account Debtors, with respect to their respective Accounts Receivable of the Loan PartiesReceivable, to forward remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment of the amounts owed as directed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, and shall instruct each Lockbox Bank to deposit all amounts received in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties Borrower may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Borrower and its Subsidiaries for the Administrative Agent's ’s benefit and on the Administrative Agent's ’s behalf, but at the Loan Parties' Borrower’s expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrower or any of Domestic Subsidiaries from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesBorrower or any of its Domestic Subsidiaries, or as proceeds of any other Collateral, shall be held by the Loan Parties Borrower or such Subsidiary in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrower or such Subsidiary in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. The Loan Parties Borrower or such Subsidiary shall not commingle such collections with the Loan Parties' Borrower’s or such Subsidiary’s own funds or the funds of any other Subsidiary or Affiliate of their Subsidiaries or Affiliates the Borrower or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all All funds received in the Cash Management Collection Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions shall, after written election of officers or agents of the Borrower in accordance with prior practice. After any Agent upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Account for application at the end of each Business Day Payment Office to reduce the then outstanding ObligationsObligations in accordance with Section 4.04(b), conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after the Effective Date, each Loan Party shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory a)With respect to the Administrative Agent at one or more of Account Receivables, the banks set forth on Schedule 7.01 or such other banks selected by Parent shall and shall cause its Subsidiaries to, irrevocably instruct the Loan Parties and acceptable Account Debtors to remit to the Administrative Agent in its sole discretion exercised reasonably (each a "Cash Management Bank"), Lender Account all payments to be made by check or other draft and shall irrevocably instruct their Account Debtors, with respect all payments to Accounts Receivable of the Loan Parties, to forward payment of the amounts owed be made by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent and each Cash Management Account shall be a cash collateral account subject to a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Bankwire transfer. Until the Administrative Agent Lender has advised the Loan Parties Borrowers to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties Parent and its Subsidiaries may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Account Receivables for the Administrative Agent's Lender’s benefit and on the Administrative Agent's Lender’s behalf, but at the Loan Parties' Borrowers’ expense; such privilege shall terminate, at the election of any Agentthe Lender, upon the occurrence and during the continuance of an any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Parent or any Subsidiary from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesReceivable, or as proceeds of any other Collateral, shall be received and held by the Loan Parties such Person in trust for the Agents Lender and the Lenders and upon receipt be deposited by the Loan Parties such Person in original form and no later than the next Business Day after receipt thereof into a Cash Management the Lender Account. The Loan Parties None of the Borrowers shall not commingle such collections with the Loan Parties' any Borrower’s own funds or the funds of any Subsidiary or Affiliate of their Subsidiaries or Affiliates such Borrower or with the proceeds of any assets not included in the Collateral. Prior to The Lender shall charge the occurrence Loan Account on the last day of an Event each month with three collection days for all such collections, except wire transfers or other transfers of Default, all good funds. All funds received in the Cash Management Accounts Lender Account pursuant to this Section 7.0 1(a) shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice credited to the respective Cash Management Banks that all funds received in the Cash Management Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Loan Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Revolving Loans, conditional upon final payment to the Administrative AgentLender. No checks, drafts or other instruments received by the Administrative Agent Lender shall constitute final payment to the Administrative Agent Lender unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after the Effective Date, each Loan Party shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at one or more of the banks set forth on Schedule 7.01 or such other banks selected by the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each a "Cash Management Bank"), and shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Loan Parties, to forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent and each Cash Management Account shall be a cash collateral account subject to a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Bank. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Cash Management Account. The Loan Parties shall not commingle such collections with the Loan Parties' own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Lender may send a notice of assignment and/or notice of the Lender's security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Lender shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral Agent may give notice and the books and records relating thereto. The Borrower shall not, and shall not permit its Subsidiaries to, without prior written consent of the Lender, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except, in the absence of a continuing Event of Default, as permitted by Section 6.02(o). (b) Each Loan Party hereby appoints the Lender or its designee on behalf of the Lender as such Loan Party's attorney-in-fact with power exercisable during the continuance of any Default or Event of Default to endorse such Loan Party's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the respective Cash Management Banks that Accounts Receivable, to sign such Loan Party's name on any invoice or xxxx of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and, to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower or any of its Subsidiaries to such address as the Lender may designate and to do all funds other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designate shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (c) Nothing herein contained shall be construed to constitute the Lender as agent of the Borrower or any Subsidiary for any purpose whatsoever, and the Lender shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of the Lender constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Lender shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of the Cash Management Account shall be sent Lender constituting gross negligence or willful misconduct as determined by wire transfer a final judgment of a court of competent jurisdiction). The Lender, by anything herein or Automated Clearing Housein any assignment or otherwise, Inc. payment does not assume any of the obligations under any contract or agreement assigned to the Administrative Agent's Lender and shall not be responsible in any way for the performance by the Borrower or any Subsidiary of any of the terms and conditions thereof. (d) If any Account Receivable includes a charge for application at any tax payable to any Governmental Authority, the end of each Business Day Lender is hereby authorized (but in no event obligated) in its discretion to reduce pay the then outstanding Obligations, conditional upon final payment amount thereof to the Administrative Agentproper taxing authority for the applicable Loan Party's account and to charge the Borrower therefor. No checksThe Borrower shall notify the Lender if any Account Receivable includes any taxes due to any such Governmental Authority and, drafts or other instruments received in the absence of such notice, the Lender shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the Administrative Agent shall constitute final payment to the Administrative Agent unless sale and until delivery creating such checks, drafts or instruments have actually been collected.Account Receivable. SECTION 7.02

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to the Effective Date, each Loan Party the Borrower shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory blocked accounts (the “Blocked Accounts”) with respect to the Administrative Agent at one or more of Borrower’s principal concentration accounts with the banks financial institution set forth on Schedule 7.01 or such other banks selected by 8.01 hereto (the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each a "Cash Management “Blocked Account Bank"”), and entering into a control agreement relating to the Blocked Account with the Borrower, the Collateral Agent, and the Blocked Account Bank. Each of the Borrower and each Subsidiary shall irrevocably instruct their its Account DebtorsDebtors (until instructed to the contrary by Collateral Agent), with respect to its Accounts Receivable consisting of credit or debit card payments, to remit all payments to be made by them, whether by means of checks or other drafts or by wire transfer or by Automated Clearing House, Inc. payment, to a Blocked Account and shall instruct the Blocked Account Bank to deposit all amounts received by it to a Blocked Account at such Blocked Account Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Each of the Loan Parties, to forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent Borrower and each Cash Management Account shall be a cash collateral account subject to a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Bank. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and Subsidiary will enforce, collect and receive all amounts owing on the their Accounts Receivable of the Loan Parties for the Administrative Agent's Agents’ benefit and on the Administrative Agent's ’s behalf, but at the Loan Parties' Borrower’s or such Subsidiary’s expense; and such privilege shall terminate, terminate at the election of any Agent, Agent hereunder upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrower or any of its Subsidiaries from any of their Account DebtorsDebtor, as proceeds from their Accounts Receivable of the Loan PartiesReceivable, or as proceeds of any other Collateral, shall be held by the Loan Parties Borrower or such Subsidiaries in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrower or such Subsidiaries in original form and no later than the next Business Day after receipt thereof into a Cash Management Blocked Account. The Loan Parties Except to the extent permitted by clause (ii) of the following sentence, the Borrower and such Subsidiaries shall not commingle such collections with the Loan Parties' their own funds or funds, with the funds of any Subsidiary or Affiliate of their Subsidiaries or Affiliates the Borrower or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all All funds received in the Cash Management Blocked Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After (i) after the occurrence and during the continuance of an Event of Defaulta Triggering Event, the upon request by Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Account Agent, shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Payment Office to be credited to the Administrative Agent's ’s Account for application at the end of each Business Day when such funds are received in Administrative Agent’s Account to reduce the then outstanding Obligationsprincipal balance of the Revolving Loans and the other Obligations then due and payable, conditional upon final payment to the Administrative Agent, and (ii) at all other times, may be transferred to an operating account of the Borrower or one of its Subsidiaries. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to the Interim Facility Effective Date, each the Loan Party Parties shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services one or more lockboxes in the name of a type and on terms satisfactory to the Administrative Agent at one or more of and identified on Schedule 9.01 hereto (collectively, the banks "Lockboxes") with the financial institutions set forth on Schedule 7.01 9.01 hereto or such other banks financial institutions selected by the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management Lockbox Bank"), and (ii) establishing, and during the term of this Agreement, maintaining an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name of the Administrative Agent with each Lockbox Bank. The Loan Parties shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Loan Parties, to forward remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment of the amounts owed as directed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, and shall instruct each Lockbox Bank to deposit all amounts received in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agents Agents, the L/C Issuer and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. The Loan Parties shall not commingle such collections with the Loan Parties' own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all funds received in the Cash Management Collection Accounts shall be processed by the respective Cash Management Lockbox Banks in accordance with the instructions of officers or agents of the Borrower Borrowers in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Lockbox Banks that all funds received in the Cash Management Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligations, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to the Effective Date, each Loan Party the Borrowers shall assist the Administrative Agent Agents in (i) acquiring control over the Existing Lockboxes or, if requested by the Agents, establishing, and, during the term of this Agreement, maintaining cash management services one or more replacement lockboxes in the name of a type and on terms satisfactory to the Administrative Agent at one and identified on Schedule 8.01 hereto (collectively, the "LOCKBOXES") with the Existing Lockbox Bank or more of the banks other financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties Borrowers and acceptable to the Administrative Agent Agents in its their sole discretion exercised reasonably (each being referred to as a "LOCKBOX BANK"), and (ii) establishing, and during the term of this Agreement, maintaining accounts (each a "Cash Management COLLECTION ACCOUNT" and, collectively, the "COLLECTION ACCOUNTS") in the name of the Administrative Agent with each Lockbox Bank"), and . Each Borrower shall irrevocably instruct their its Account Debtors, with respect to Accounts Receivable of such Person (and Physical Electronics shall so direct the Loan PartiesSpecified Joint Venture), to forward remit all payment of to be made by checks or other drafts to the amounts owed Lockboxes and to remit all payments to be made by them directly to such Cash Management Bankwire transfer or by Automated Clearing House, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if Inc. payments as directed by the Administrative Agent otherwise agrees, and shall instruct each Lockbox Bank to deposit all amounts received in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties Parent to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties Borrowers may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Borrowers for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan PartiesBorrowers' joint and several expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties any Borrowers from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan Partiessuch Borrower, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Cash Management Account. The Loan Parties shall not commingle such collections with the Loan Parties' own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligations, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.other

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to September 7, 2003, the Effective Date, each Loan Party Parties shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at one or more lockboxes in the name of the banks Agent and identified on Schedule 8.01 hereto (collectively, the "Lockboxes") with the financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management Lockbox Bank"), and (ii) establishing, and during the term of this Agreement, maintaining an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name of the Agent with each Lockbox Bank. The Loan Parties shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Loan Parties, to forward remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment of as directed by the amounts owed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, shall instruct each Lockbox Bank to deposit all amounts received in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agents Agent and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. The Loan Parties shall not commingle such collections with the Loan Parties' own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to The Agent shall charge the occurrence Loan Account on the last day of an Event of Default, each month with two (2) collection days for all such collections. All funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (aiv) Within 30 days after On or prior to the Effective Date, each the Loan Party Parties shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at one or more lockboxes in the name of the banks Agent and identified on Schedule 8.01 hereto (collectively, the “Lockboxes”) with the financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management “Lockbox Bank"”), and (ii) establishing, and during the term of this Agreement, maintaining an account (a “Collection Account” and, collectively, the “Collection Accounts”) in the name of the Agent with each Lockbox Bank. The Loan Parties shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Loan Parties, to forward remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment of as directed by the amounts owed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, shall instruct each Lockbox Bank to deposit all amounts received in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent's ’s benefit and on the Administrative Agent's ’s behalf, but at the Loan Parties' ’ expense; such privilege shall terminate, at the election of any the Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agents Agent and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. The Loan Parties shall not commingle such collections with the Loan Parties' ’ own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all funds received in the Cash Management Collection Accounts shall be processed by the respective Cash Management Lockbox Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practiceBorrower. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Lockbox Banks that all funds received in the Cash Management Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's ’s Account for application at the end of each Business Day to reduce the then outstanding Obligations, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 thirty (30) days after the Effective Closing Date, each Loan Party the Borrower shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services one or more lockboxes in the name of a type and on terms satisfactory to the Administrative Agent at (collectively, the "Lockboxes") with one or more of the banks set forth on Schedule 7.01 or such other banks financial institutions selected by the Loan Parties Borrower and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management Lockbox Bank"), and (ii) establishing, and during the term of this Agreement, maintaining an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name of the Administrative Agent with each Lockbox Bank. The Borrower and each Surety shall irrevocably instruct their its Account Debtors, with respect to Accounts Receivable of the Loan PartiesBorrower and each Surety, to forward remit all payment of to be made by checks or other drafts to the amounts owed Lockboxes and to remit all payments to be made by them directly to such Cash Management Bankwire transfer or by Automated Clearing House, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if Inc. payments as directed by the Administrative Agent otherwise agrees, and shall instruct each Lockbox Bank to deposit all amounts received in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties Borrower and each Surety may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Borrower and each such Surety for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' Borrower's expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness Debt received directly by the Loan Parties Borrower and each such Surety from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesBorrower and each such Surety, or as proceeds of any other Collateral, shall be held by the Loan Parties Borrower and each such Surety in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrower and each such Surety in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. The Loan Parties Borrower and each such Surety shall not commingle such collections with the Loan Parties' Borrower's or such Surety's own funds or the funds of any other Subsidiary or Affiliate of their Subsidiaries or Affiliates the Borrower or with the proceeds of any assets not included in the Collateral. Prior to The Administrative Agent shall charge the occurrence Loan Account on the last day of an Event of Default, each month with two (2) collection days for all such collections. All funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Payment Office to be credited to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Revolving Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments instrument received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after the Effective Date, each The Loan Party Parties shall assist the Administrative Agent in (i) establishingestablish, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at maintain, as provided in Section 7.01(t)(i), one or more of accounts in the banks United Kingdom, South Africa and Australia (each a "Collection Account" and collectively, the "Collection Accounts") with the financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties and reasonably acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management Collection Account Bank"; the United Kingdom, South Africa and Australia are referred to herein as the "Applicable Jurisdictions"). In the event that the aggregate amount of collections in Collection Accounts is less than 80% of the aggregate collections for all Account Debtors of the Loan Parties during any 10 week period, the Loan Parties shall establish additional Collection Accounts in other jurisdictions (the "Additional Jurisdictions") within 30 days so that at least 80% of the aggregate collections for all Account Debtors of the Loan Parties during any 10 week period shall be payable into Collection Accounts; provided, however, that such 10 week period shall not commence until after the time period for establishing Collection Accounts under Section 7.01(t) has expired. As provided in Section 7.01(t)(i), and the Loan Parties shall irrevocably instruct their Account DebtorsDebtors in the Applicable Jurisdictions and any Additional Jurisdiction, with respect to Accounts Receivable of the Loan Parties, to forward remit all payments to be made by checks or other drafts and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment of the amounts owed by them ("ACH Payment") directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent and each Cash Management Account shall be a cash collateral account subject to a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management BankCollection Accounts. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account DebtorsDebtors in the Applicable Jurisdictions and any Additional Jurisdiction (other than from any Account Debtors (x) domiciled or incorporated in Australia or (y) that are the Parent or any of its Subsidiaries), as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agents and the Lenders and upon Lenders. Upon receipt by any Loan Party of the proceeds of any Accounts Receivable, such proceeds (i) shall be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Cash Management AccountCollection Account and (ii) shall be included in the aggregate amount of collections in the Collection Accounts for purposes of the second sentence of this Section 8.01. The Loan Parties shall not commingle such collections with the Loan Parties' own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After Upon the occurrence and during the continuance of an Event of Default or Default or any event or circumstance which the Administrative Agent reasonably believes in the exercise of its reasonable business judgment will result in a Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that on any day on which any Loans are outstanding, all funds received in the Cash Management Account Collection Accounts shall be sent by wire transfer or Automated Clearing House, Inc. payment ACH Payment to either the Administrative Agent's Account or to an account specified by the Administrative Agent (the "Concentration Account") for further transfer to the Administrative Agent's Account Account, for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Loans, conditional upon final payment to the Administrative Agent. At all other times, the Administrative Agent shall direct that such funds on deposit in the Collection Accounts be transferred by wire transfer or ACH Payment to an account designated by the Administrative Borrower. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to the Effective Date, each Loan Party shall assist and pursuant to the Administrative Cash Management Order, the Issuer shall, in a manner satisfactory to the Required Holders and the Collateral Agent in (i) establishingestablish, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at maintain, one or more lockboxes subject to a first priority Liens in favor of the banks Collateral Agent for the benefit of the Agents and the Holders and identified on Schedule 9.01 hereto (collectively, the “Lockboxes”) with the financial institutions set forth on Schedule 7.01 9.01 hereto or such other banks financial institutions selected by the Loan Parties Issuer and acceptable to the Administrative Required Holders and the Collateral Agent in its their sole discretion exercised reasonably (each being referred to as a "Cash Management “Lockbox Bank"”), and (ii) establish, and during the term of this Agreement, maintain, one or more accounts (each, a “Collection Account” and, collectively, the “Collection Accounts”) subject to a first priority Lien in favor of the Collateral Agent for the benefit of the Agents and the Holders with each Lockbox Bank. The Issuer shall irrevocably instruct their its Account Debtors, with respect to Accounts Receivable of the Loan PartiesIssuer, to forward payment of the amounts owed remit all payments to be made by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable checks or other drafts to the Collateral Agent Lockboxes and each Cash Management Account shall to remit all payments to be a cash collateral account subject to a control agreementmade by wire transfer or by Automated Clearing House, in form and substance satisfactory Inc. (“ACH”) payment to the Administrative AgentCollection Account and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, executed and delivered by if such day is not a Business Day, on the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent Collateral Agent, at the written direction of the Required Holders, has advised the Loan Parties Issuer to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties Issuer may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Issuer for the Administrative Collateral Agent's ’s benefit and on the Administrative Collateral Agent's ’s behalf, but at the Loan Parties' Issuer’s expense; such privilege shall terminate, at the written election of any Agentthe Required Holders, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Issuer from any of their its Account Debtors, as proceeds from Accounts Receivable of the Loan PartiesIssuer, or as proceeds of any other Collateral, shall be held by the Loan Parties Issuer in trust for the Agents and the Lenders Holders and upon receipt be deposited by the Loan Parties Issuer in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. The Loan Parties Issuer shall not commingle such collections with the Loan Parties' Issuer’s own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Agent, at the written direction of the Required Holders, may give notice to instruct any or all of the respective Cash Management Lockbox Banks, by delivery of a Notice of Sole Control (i) that such Lockbox Banks shall no longer accept the instructions of the Issuer and (ii) that all funds received in the Cash Management Collection Account shall be sent on each Business Day by wire transfer or Automated Clearing House, Inc. ACH payment to the Administrative Concentration Account. All funds received in the Concentration Account shall be sent on each Business Day by wire transfer or ACH payment to the Collateral Agent's ’s Account to be credited to the Collateral Agent’s Account for application at the end of each Business Day on which such funds are received in the Collateral Agent’s Account to reduce the then outstanding amount of the Obligations, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Collateral Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after the Effective Date, each Loan Party shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at one or more of the banks set forth on Schedule 7.01 or such other banks selected by the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each a "Cash Management Bank"), and shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Loan Parties, to forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent and each Cash Management Account shall be a cash collateral account subject to a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Bank. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' expense; such privilege shall terminate, at the election of any the Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agents Agent and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. Subject to Section 7.01(q), as soon as practicable after the Effective Date and in any event within 60 days after the Effective Date, the Loan Parties shall cause each Collection Account Bank to enter into a Control Agreement with the Agent, in form and substance reasonably satisfactory to the Agent, with respect to each Collection Account (or execute and deliver the appropriate notices to and use best efforts to obtain acknowledgements from __________________________with respect to any accounts located in England and Wales). The Loan Parties shall not commingle such collections with the Loan Parties' own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to At the occurrence of an Event of Default, all funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After Agent's election after the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Term Loan, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within On or prior to the date that is 30 days after following the Effective Date, each the Loan Party Parties shall assist the Administrative Agent in (i) establishingestablish, and, and during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at maintain one or more of accounts (each a “Collection Account” and, collectively, the banks “Collection Accounts”) with each bank set forth on Schedule 7.01 8.01 hereto or such other banks financial institution selected by the Loan Parties and reasonably acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management “Deposit Bank"”). The Loan Parties shall be required to maintain control agreements over all of their deposit accounts (including the Collection Accounts, and but excluding the Excluded Deposit Accounts). The Loan Parties shall irrevocably instruct their Account DebtorsDebtors (including all credit card issuers and processors), with respect to Accounts Receivable of the Loan Parties, to forward remit all payments to be made by checks or drafts to the Collection Accounts and to remit all payments to be made by wire transfer or by ACH payment of to the Collection Accounts. The Loan Parties shall deposit all amounts owed received by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account the Loan Parties in the Administrative Agent's nameCollection Account at such Deposit Bank on the day received or, of if such day is not a Business Day, on the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent and each Cash Management Account shall be a cash collateral account subject to a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties for the Administrative Agent's ’s benefit and on the Administrative Agent's ’s behalf, but at the Loan Parties' ’ expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agents and the Lenders Lenders, and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. The Loan Parties shall not commingle such collections with the Loan Parties' ’ own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Account Collection Accounts shall be sent by wire transfer or Automated Clearing House, Inc. ACH payment to the Administrative Agent's ’s Account for application at the end of each Business Day to reduce the then outstanding principal balance of the Obligations, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to the Effective Date, each Loan Party the Borrower shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory blocked accounts (the “Blocked Accounts”) with respect to the Administrative Agent at one or more of Borrower’s principal concentration accounts with the banks financial institution set forth on Schedule 7.01 or such other banks selected by 8.01 hereto (the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each a "Cash Management “Blocked Account Bank"”), and entering into a control agreement relating to the Blocked Account with the Borrower, Collateral Agent, and the Blocked Account Bank. After the occurrence and during the continuation of an Event of Default, each of the Borrower and each of its Subsidiaries shall irrevocably instruct their its Account Debtors, with respect to its Accounts Receivable, to remit all payments to be made by them, whether by means of checks or other drafts or by wire transfer or by Automated Clearing House, Inc. payment, to a Blocked Account and shall instruct the Blocked Account Bank to deposit all amounts received by it to a Blocked Account at such Blocked Account Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day; provided, however, that Borrower and each of its Subsidiaries, with respect to payments of Accounts Receivable it receives directly, shall collect, receive, and deposit all payments, whether by means of checks or other drafts or by wire transfer or by Automated Clearing House, Inc. payment, in accordance with Borrower’s or Borrower’s Subsidiary’s then current payment processing practices, as applicable, provided that all such payments, as applicable, shall be deposited by Borrower at Xxxxx Fargo-AZ, 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxx, Xxxxxx, account number 4159539352, routing number 000000000, as soon as reasonably possible, but in any event within 3 Business Days of receipt. Each of the Loan Parties, to forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent Borrower and each Cash Management Account shall be a cash collateral account subject to a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Bank. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and Subsidiary will enforce, collect and receive all amounts owing on the their Accounts Receivable of the Loan Parties for the Administrative Agent's Agents’ benefit and on the Administrative Agent's ’s behalf, but at the Loan Parties' Borrower’s or such Subsidiary’s expense; such privilege shall terminate, at the election of any Agent, upon after the occurrence and during the continuance continuation of an Event of Default. All After the occurrence and during the continuation of an Event of Default, all checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrower or any of its Subsidiaries from any of their Account DebtorsDebtor, as proceeds from their Accounts Receivable of the Loan PartiesReceivable, or as proceeds of any other Collateral, shall be held by the Loan Parties Borrower or such Subsidiaries in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrower or such Subsidiaries in original form and no later than the next Business Day after receipt thereof into a Cash Management Blocked Account. The Loan Parties Borrower and such Subsidiaries shall not commingle such collections with the Loan Parties' their own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all All funds received in the Cash Management Blocked Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After after the occurrence and during the continuance of an Event of Default, the upon request by Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Account Agent, shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Payment Office to be credited to the Administrative Agent's ’s Account for application at the end of each Business Day when such funds are received in Administrative Agent’s Account to reduce the then outstanding Obligationsprincipal balance of the Loans, conditional upon final payment to the Administrative Agent, and at all other times, may be transferred to an operating account of the Borrower or one of its Subsidiaries. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to the Effective Date, each Loan Party VP Buildings shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services one or more lockboxes in the name of a type and on terms satisfactory to the Administrative Agent at one or more of and identified on Schedule 8.01 hereto (collectively, the banks "LOCKBOXES") with the financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties VP Buildings and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management BankLOCKBOX BANK"), and (ii) establishing, and during the term of this Agreement, maintaining an account (a "COLLECTION ACCOUNT" and, collectively, the "COLLECTION ACCOUNTS") in the name of the Administrative Agent with each Lockbox Bank. VP Buildings shall irrevocably instruct their its Account Debtors, with respect to Accounts Receivable of the Loan PartiesVP Buildings, to forward remit all payment of to be made by checks or other drafts to the amounts owed Lockboxes and to remit all payments to be made by them directly to such Cash Management Bankwire transfer or by Automated Clearing House, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if Inc. payments as directed by the Administrative Agent otherwise agrees, and shall instruct each Lockbox Bank to deposit all amounts received in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties VP Buildings to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties VP Buildings may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties VP Buildings for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan PartiesVP Buildings' expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties VP Buildings from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesVP Buildings, or as proceeds of any other Collateral, shall be held by the Loan Parties VP Buildings in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties VP Buildings in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. The Loan Parties VP Buildings shall not commingle such collections with the Loan Parties' VP Buildings own funds or the funds of any of their Subsidiaries or Affiliates of VP Buildings or with the proceeds of any assets not included in the Collateral. Prior to The Administrative Agent shall charge the occurrence Loan Account on the last day of an Event each month with two (2) collection days for all such collections, which shall be for the sole account of Default, all the Collateral Agent. All funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Payment Office to be credited to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Revolving Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments instrument received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after The Borrower and the Effective Date, each Loan Party Guarantors shall assist the Administrative Agent in (i) establishing, andin, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory blocked accounts (the “Blocked Accounts”) with respect to the Administrative Agent at one or more of Borrower’s and the banks Guarantors’ principal concentration accounts with the financial institution set forth on Schedule 7.01 or such other banks selected by 8.01 hereto (the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each a "Cash Management “Blocked Account Bank"”), and entering into a control agreement (a “Blocked Account Agreement”) relating to the Blocked Accounts with the Borrower or the applicable Guarantor, Collateral Agent, and the Blocked Account Bank. Each of the Borrower and each of its Subsidiaries shall irrevocably instruct their its Account Debtors, with respect to its Accounts Receivable of the Loan PartiesReceivable, to forward payment remit all payments to be made by them, whether by means of the amounts owed checks or other drafts or by them wire transfer or by Automated Clearing House, Inc. payment, directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent and each Cash Management Account shall be a cash collateral account subject Borrower or to a control agreementBlocked Account and shall instruct the Blocked Account Bank to deposit all amounts received by it to a Blocked Account at such Blocked Account Bank on the day received or, in form and substance satisfactory to if such day is not a Business Day, on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Bank. Until the Administrative Agent has advised the Loan Parties to the contrary after next succeeding Business Day; provided that upon the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable each of the Loan Parties for the Administrative Agent's benefit Borrower and on the Administrative Agent's behalf, but at the Loan Parties' expense; such privilege each of its Subsidiaries shall terminateeither, at the election option of the Collateral Agent, (i) irrevocably instruct its Account Debtors, with respect to its Accounts Receivable, to remit all payments to be made by them directly to a Blocked Account, or (ii) (A) establish and maintain one or more lockboxes in the name of the Collateral Agent with the Blocked Account Bank or another financial institution that is acceptable to the Collateral Agent in its sole discretion, (B) establish and maintain an account in the name of the Collateral Agent with the financial institutions referred to the foregoing clause (A) for the deposit of any Agentamounts received in such lockboxes, upon and (C) irrevocably instruct its Account Debtors, with respect to its Accounts Receivable, to remit all payments to be made by checks or other drafts to such lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment directly to the occurrence and during account referred to in the continuance of an Event of Defaultforegoing clause (B). All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrower or any of its Subsidiaries from any of their Account DebtorsDebtor, as proceeds from their Accounts Receivable of the Loan PartiesReceivable, or as proceeds of any other Collateral, shall be held by the Loan Parties Borrower or such Subsidiaries in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrower or such Subsidiaries in original form and no later than the next Business Day after receipt thereof into a Cash Management AccountBlocked Account (or, upon the occurrence and during the continuance of an Event of Default and subsequent to the taking of the actions set forth in the proviso of the immediately preceding sentence, into the account referred to in clause (B) of such proviso). The Loan Parties Borrower and such Subsidiaries shall not commingle such collections with the Loan Parties' their own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligations, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after the Effective Date, each Loan Party shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory With respect to the Administrative Agent at one or more of Account Receivables, the banks set forth on Schedule 7.01 or such other banks selected by Parent shall and shall cause its Subsidiaries to, irrevocably instruct the Loan Parties and acceptable Account Debtors to remit to the Administrative Agent in its sole discretion exercised reasonably (each a "Cash Management Bank"), Account all payments to be made by check or other draft and shall irrevocably instruct their Account Debtors, with respect all payments to Accounts Receivable of the Loan Parties, to forward payment of the amounts owed be made by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent and each Cash Management Account shall be a cash collateral account subject to a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Bankwire transfer. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Account Receivables for the Administrative Agent's ’s benefit and on the Administrative Agent's ’s behalf, but at the Loan Parties' ’ expense; such privilege shall terminate, at the election of any the Agent, upon the occurrence and during the continuance of an any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the any Loan Parties Party from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesReceivable, or as proceeds of any other Collateral, shall be received and held by the Loan Parties such Person in trust for the Agents Agent and the Lenders and upon receipt be deposited by the Loan Parties such Person in original form and no later than the next Business Day after receipt thereof into a Cash Management the Agent Account. The No Loan Parties Party shall not commingle such collections with the any such Loan Parties' Party’s own funds or the funds of any Subsidiary or Affiliate of their Subsidiaries or Affiliates such Loan Party or with the proceeds of any assets not included in the Collateral. Prior to The Agent shall charge the occurrence Loan Account on the last day of an Event each month with three (3) collection days for all such collections, except wire transfers or other transfers of Default, all good funds. All funds received in the Cash Management Accounts Agent Account pursuant to this Section 7.01(a) shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice credited to the respective Cash Management Banks that all funds received in the Cash Management Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Loan Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Revolving Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within On or prior to the date that is (i) 30 days after the Effective DateDate with respect to the US Loan Parties and (ii) 45 days after the Effective Date with respect to Foreign Loan Parties, each the Loan Party Parties shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory blocked accounts (the “Blocked Accounts”) with respect to the Administrative Agent at one or more of Loan Parties’ and their respective Subsidiaries’ principal concentration accounts with the banks financial institution set forth on Schedule 7.01 or such other banks selected by 8.01 hereto (the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each a "Cash Management “Blocked Account Bank"”), and entering into a control agreement relating to the Blocked Account with the applicable Loan Party, Collateral Agent, and the Blocked Account Bank. Each Loan Party and each of their respective Subsidiaries shall irrevocably instruct their its Account Debtors, with respect to their Accounts Receivable of the Loan PartiesReceivable, to forward payment remit all payments to be made by them, whether by means of checks or other drafts or by wire transfer or by Automated Clearing House, Inc. payment, to a Blocked Account and shall instruct the Blocked Account Bank to deposit all amounts owed received by them directly it to a Blocked Account at such Cash Management BankBlocked Account Bank on the day received or, and (ii) establishing and maintaining if such day is not a bank account in Business Day, on the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banksnext succeeding Business Day. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent Party and each Cash Management Account shall be a cash collateral account subject to a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Bank. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and their respective Subsidiaries will enforce, collect and receive all amounts owing on the their Accounts Receivable of the Loan Parties for the Administrative Agent's Agents’ benefit and on the Administrative Agent's ’s behalf, but at the such Loan Parties' Party’s expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance continuation of an Event of Defaulta Triggering Event. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the any Loan Parties from Party or any of their respective Subsidiaries from any Account DebtorsDebtor, as proceeds from their Accounts Receivable of the Loan PartiesReceivable, or as proceeds of any other Collateral, shall be held by the such Loan Parties Party or such Subsidiaries in trust for the Agents and the Lenders and upon receipt be deposited by the such Loan Parties Party or such Subsidiaries in original form and no later than the next Business Day after receipt thereof into a Cash Management Blocked Account. The Loan Parties and such Subsidiaries shall not commingle such collections with the Loan Parties' their own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligations, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.the

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to the Interim Facility Effective Date, each Loan Party the Borrower shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services one or more lockboxes in the name of a type and on terms satisfactory to the Administrative Agent at one or more of and identified on Schedule 8.01 hereto (collectively, the banks “Lockboxes”) with the financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties Borrower and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management “Lockbox Bank"”), and (ii) establishing, and during the term of this Agreement, maintaining an account (a “Collection Account” and, collectively, the “Collection Accounts”) in the name of the Administrative Agent with each Lockbox Bank. The Borrower shall irrevocably instruct their its Account Debtors, with respect to Accounts Receivable of the Loan PartiesBorrower, to forward remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment of the amounts owed as directed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, and shall instruct each Lockbox Bank to deposit all amounts received in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties Borrower may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Borrower for the Administrative Agent's ’s benefit and on the Administrative Agent's ’s behalf, but at the Loan Parties' Borrower’s expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrower from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesBorrower, or as proceeds of any other Collateral, shall be held by the Loan Parties Borrower in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrower in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. The Loan Parties Borrower shall not commingle such collections with the Loan Parties' Borrower’s own funds or the funds of any Subsidiary or Affiliate of their Subsidiaries or Affiliates the Borrower or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all All funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's ’s Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Revolving Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 On or prior to the date that is 90 days after the Effective Date, each Loan Party the Borrower shall use its best efforts to assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory blocked accounts (the “Blocked Accounts”) with respect to the Administrative Agent at one or more of Borrower’s principal concentration accounts with the banks financial institution set forth on Schedule 7.01 or such other banks selected by 8.01 hereto (the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each a "Cash Management “Blocked Account Bank"”), and shall irrevocably instruct their entering into a control agreement relating to the Blocked Account Debtors, with respect to Accounts Receivable of the Loan Parties, to forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Borrower, Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent and each Cash Management Account shall be a cash collateral account subject to a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Blocked Account Bank. Until The Borrower shall irrevocably instruct its Portfolio Companies to remit all payments to be made by them to Borrower, whether by means of checks or other drafts or by wire transfer or by Automated Clearing House, Inc. payment, to a Blocked Account and shall instruct the Administrative Agent has advised the Loan Parties Blocked Account Bank to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive deposit all amounts owing received by it to a Blocked Account at such Blocked Account Bank on the Accounts Receivable of the Loan Parties for the Administrative Agent's benefit and day received or, if such day is not a Business Day, on the Administrative Agent's behalf, but at the Loan Parties' expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Defaultnext succeeding Business Day. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrower from any of their Account DebtorsDebtor, as proceeds from its Accounts Receivable of the Loan Partiesor Payment Intangibles, or as proceeds of any other Collateral or Intercompany Loan Collateral, shall be held by the Loan Parties Borrower in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrower in original form and no later than the next Business Day after receipt thereof into a Cash Management Blocked Account. The Loan Parties Borrower shall not commingle such collections with the Loan Parties' its own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral or Intercompany Loan Collateral. Prior to the occurrence of an Event of Default, all All funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After Blocked Accounts, after the occurrence and during the continuance of an Event of Default, the upon request by Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Account Agent, shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Payment Office to be credited to the Administrative Agent's ’s Account for application at the end of each Business Day when such funds are received in Administrative Agent’s Account to reduce the then outstanding Obligationsprincipal balance of the Loans in accordance with Section 4.04, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after the Effective Date, each Loan Party shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory With respect to the Administrative Agent at one or more of Account Receivables, the banks set forth on Schedule 7.01 or such other banks selected by Parent shall and shall cause its Subsidiaries to, irrevocably instruct the Loan Parties and acceptable Account Debtors to remit to the Administrative Agent in its sole discretion exercised reasonably (each a "Cash Management Bank"), Account all payments to be made by check or other draft and shall irrevocably instruct their Account Debtors, with respect all payments to Accounts Receivable of the Loan Parties, to forward payment of the amounts owed be made by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent and each Cash Management Account shall be a cash collateral account subject to a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Bankwire transfer. Until the Administrative Agent has advised the Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Account Receivables for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' expense; such privilege shall terminate, at the election of any the Agent, upon the occurrence and during the continuance of an any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the any Loan Parties Party from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesReceivable, or as proceeds of any other Collateral, shall be received and held by the Loan Parties such Person in trust for the Agents Agent and the Lenders and upon receipt be deposited by the Loan Parties such Person in original form and no later than the next Business Day after receipt thereof into a Cash Management the Agent Account. The No Loan Parties Party shall not commingle such collections with the any such Loan Parties' Party's own funds or the funds of any Subsidiary or Affiliate of their Subsidiaries or Affiliates such Loan Party or with the proceeds of any assets not included in the Collateral. Prior to The Agent shall charge the occurrence Loan Account on the last day of an Event each month with three (3) collection days for all such collections, except wire transfers or other transfers of Default, all good funds. All funds received in the Cash Management Accounts Agent Account pursuant to this Section 7.01(a) shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice credited to the respective Cash Management Banks that all funds received in the Cash Management Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Loan Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Revolving Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. Subsection (a) Within 30 days is amended in its entirety to read as follows: "Avado has established and at all times shall maintain concentration accounts (the "Concentration Accounts") at the Concentration Account Bank and shall promptly deposit, and shall cause each of the Borrowers and their Subsidiaries promptly to deposit, all Collections received by the Borrowers or any of their Subsidiaries from any source, and in any event no later than the second Business Day after the Effective Datedate of receipt thereof (excluding cash retained at locations in accordance with customary practice) into regional bank accounts. Promptly, each Loan Party and in any event no later than the second Business Day after deposit, Avado shall assist transfer all collected funds in the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type regional bank accounts to divisional Concentration Accounts and on terms satisfactory the following Business Day to the Administrative Agent master Concentration Account. The Concentration Accounts shall at one or more of the banks set forth on Schedule 7.01 or such other banks selected by the Loan Parties and all times be subject to Control Agreements reasonably acceptable to the Administrative Agent in its sole discretion exercised reasonably (each a "Cash Management BankConcentration Account Agreements"), . The current Concentration Accounts are identified on Schedule 1.01(v). Avado has established and at all times shall irrevocably instruct their maintain a Disbursement Account Debtors, with respect which will be used to Accounts Receivable disburse funds for all Borrowers and to receive proceeds of the Loan Parties, to forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management BanksLoans. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent and each Cash Management The Disbursement Account shall at all times be a cash collateral account subject to a control agreement, in form and substance satisfactory Control Agreement reasonably acceptable to the Administrative Agent. The current Disbursement Account is identified on Schedule 1.01(a). The Concentration Account Agreements, executed the Control Agreement with respect to the Disbursement Account and delivered the arrangements contemplated by this subsection 12.01(a) may not be changed without the applicable Loan Party, consent of the Administrative Agent, and the applicable Cash Management Bank. Until the Administrative Agent has advised the Loan Parties Borrowers to the contrary after upon the occurrence and during the continuance of an Event of Default, the Loan Parties Borrowers and their Subsidiaries may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Account Receivables for the Administrative Agent's benefit of, and on behalf of, the Administrative Agent's behalf, but at Collateral Agent and the Loan Parties' expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of DefaultLenders. All Collections (including checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness Indebtedness) received directly by the Loan Parties from Borrowers or any of their Subsidiaries from any Account DebtorsDebtor or any other source (exclusive of the Lenders), whether as proceeds from Accounts Receivable of the Loan PartiesReceivable, or as proceeds of any other Collateral, or otherwise, shall be received and held by the Loan Parties applicable party in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties such party in original form and no later than the next Business Day after receipt thereof into a Cash Management Accountthe Concentration Accounts. The Loan Parties Borrowers shall not commingle such collections with the Loan Parties' own funds or the funds of not, nor shall it permit any of their Subsidiaries or Affiliates or to, commingle such Collections with the proceeds of any assets not included Loan. All Collections of each Subsidiary of the Borrowers deposited into the Concentration Accounts by such Subsidiary shall be deemed first to be a repayment of all outstanding Intercompany Advances made by any Borrower to such Subsidiary, until paid in the Collateral. Prior full, with all such remaining Collections being deemed to be an Intercompany Advance made by such Subsidiary to the occurrence Borrower who (directly or indirectly through one or more intermediaries) owns the Capital Stock of an Event of Default, all funds received in such Subsidiary. Until the Cash Management Accounts shall be processed by Administrative Agent has provided written notice to the respective Cash Management Banks in accordance with Borrowers to the instructions of officers or agents of the Borrower in accordance with prior practice. After contrary upon the occurrence and during the continuance of an Event of Default, Avado may transfer funds from the Collateral Agent may give notice master Concentration Account to the respective Cash Management Banks that Disbursement Account and shall transfer all collected funds received on deposit in the Cash Management master Concentration Account to the Disbursement Account on a daily basis. At the end of each Business Day, Avado shall cause any collected funds in excess of $500,000 (calculated as of 2:00 New York City time) in the aggregate in the Disbursement Account and Concentration Accounts to be sent transferred by wire transfer or Automated Clearing House, House Inc. payment to the Administrative Agent's Agent to be credited to the Loan Account. In the event Avado believes that $500,000 plus the collected funds expected on the next Business Day will not be sufficient to cover items to be presented against the Disbursement Account for application on the next Business Day, Avado may provide notice to the Administrative Agent and retain such additional amounts in the Disbursement Account as Avado deems appropriate to cover the items expected to be presented on the next Business Day. Avado covenants and agrees to maintain a minimum balance of collected funds in the Disbursement Account at the end of each Business Day sufficient (after adjustment for all collected funds expected to be credited to the Disbursement Account on the next Business Day) to pay all checks issued by the Borrowers through the end of the prior Business Day which have not been paid." Subsection (b) is amended by deleting the sentence "All funds received in the Concentration Account in excess of $250,000 (calculated as of 2:00 p.m. New York City time) and after the payment (or accrual therefor of disbursements made that day) shall be sent at the end of each Business Day by wire transfer or Automated Clearing House Inc. payment to the Administrative Agent to be credited to the Loan Account for application to reduce the then outstanding Obligationsprincipal balance of the Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected."

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 On or prior to the date which is forty-five (45) days after the Effective Date, each Loan Party the Borrower shall assist have assisted the Administrative Agent in Funding Agent, and shall have caused the establishment of (i) establishing, and, and during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory shall continue to the Administrative Agent at assist in maintaining), (i) one or more lockboxes in the name of the banks Funding Agent and identified on Schedule 12.1 hereto (collectively, the "LOCKBOXES") with the financial institutions set forth on Schedule 7.01 12.1 hereto or such other banks financial institutions selected by the Loan Parties Borrower and acceptable to the Administrative Funding Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management BankLOCKBOX BANK"), and (ii) an account (a "COLLECTION ACCOUNT" and, collectively, the "COLLECTION ACCOUNTS") in the name of the Collateral Agent with each Lockbox Bank. The Borrower shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Loan PartiesBorrower, to forward remit all payment of to be made by checks or other drafts to the amounts owed Lockboxes and to remit all payments to be made by them directly to such Cash Management Bankwire transfer or by Automated Clearing House, and (ii) establishing and maintaining a bank account in Inc. payments as directed by the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Funding Agent and the applicable Loan Parties, shall instruct each Lockbox Bank to deposit all amounts received in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Funding Agent has advised the Loan Parties Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties Borrower may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Borrower for the Administrative Funding Agent's benefit and on the Administrative Funding Agent's behalf, but at the Loan Parties' Borrower's expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrower from any of their Account DebtorsDebtor and all Net Cash Proceeds, received pursuant to an event described in subsection 2.5(c)(iv), as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateralcase may be, shall be held by the Loan Parties Borrower in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrower in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account; PROVIDED, that, in the absence of a continuing Event of Default, the Borrower may retain and not deposit into a Collection Account or a Lockbox not more than $100,000 of such collections in any calendar month. The Loan Parties Borrower shall not commingle such collections with the Loan Parties' Borrower's own funds or the funds of any Subsidiary or Affiliate of their Subsidiaries or Affiliates the Borrower or with the proceeds of any assets not included in the Collateral. The Funding Agent shall charge the Loan Account on the last day of each month with one (1) collection days for all funds to be sent to the Payment Office to be credited to the Funding Agent's Account. The effect of such "one collection days" being charged in the preceding sentence is the equivalent of charging one Business Day of interest on such collections. Prior to the occurrence and continuance of an Event of Default, at least 73% of all funds, and during the existence of an Event of Default, all funds funds, received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Collection Account shall be sent by wire transfer or Automated Clearing House, House Inc. payment to the Administrative Payment Office which will be credited to the Funding Agent's Account for application at the end 95 102 of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Revolving Credit Loans, and, if no Revolving Credit Loans are outstanding, the Term Loans, conditional upon final payment to the Administrative Funding Agent. No checks, drafts or other instruments instrument received by the Administrative Funding Agent shall constitute final payment to the Administrative Funding Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after On or prior to the Effective Date, each Loan Party the Borrower and the Domestic Guarantors shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at one or more of lockboxes identified on Schedule 8.01 hereto (collectively, the banks "Lockboxes") with the financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties Borrower and acceptable to approved by the Administrative Agent in its sole discretion exercised reasonably (which approval shall not be unreasonably withheld) (each being referred to as a "Cash Management Lockbox Bank"), and (ii) establishing, and during the term of this Agreement, maintaining an account (the "Collection Account") with each Lockbox Bank as set forth on Schedule 8.01. The Borrower and the Domestic Guarantors shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Loan PartiesBorrower and the Domestic Guarantors, to forward remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment of the amounts owed as directed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, and shall instruct each Lockbox Bank to deposit all amounts received in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties Borrower and the Domestic Guarantors may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Borrower and such Domestic Guarantors for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' Borrower's expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties Borrower or any Domestic Guarantor from any of their Account DebtorsDebtor, as proceeds from Accounts Receivable of the Loan PartiesBorrower or such Domestic Guarantor, or as proceeds of any other Collateral, shall be held by the Loan Parties Borrower or such Domestic Guarantor in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties Borrower or such Domestic Guarantor in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account. The Loan Parties Neither the Borrower nor any Domestic Guarantor shall not commingle such collections with the Loan Parties' Borrower's or such Domestic Guarantor's (as the case may be) own funds or the funds of any Subsidiary or Affiliate of their Subsidiaries the Borrower or Affiliates such Domestic Guarantor (as the case may be) or with the proceeds of any assets not included in the Collateral. Prior , in each case other than with respect to the occurrence funds sent to the Borrower pursuant to Section 8.01(b) and other than the funds in the Deposit Accounts of an Event of Default, all the Borrower that will perform the cash management functions currently performed by Bank Mendes Gans. All funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management Collection Account shall be sent by wire bx xxre transfer or Automated Clearing House, Inc. payment to the Payment Office to be credited to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Revolving Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after (i) As of the Effective Date, each the Loan Party shall assist Parties, including the Canadian Loan Parties, have assisted the Administrative Agent in (iA) establishing, and, during the term of this Agreement, maintaining cash management services maintaining, one or more lockboxes in the name of a type and on terms satisfactory to the Administrative Agent at one or more of and identified on Schedule 8.01 hereto (collectively, the banks "Lockboxes") with the financial institutions set forth on Schedule 7.01 8.01 hereto or such other banks financial institutions selected by the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each being referred to as a "Cash Management Lockbox Bank"), (B) establishing, and during the term of this Agreement, maintaining, an account (a "Collection Account" and, collectively, the "Collection Accounts") in the name of the Administrative Agent with each Lockbox Bank, and (C) establishing, and during the term of this Agreement, maintaining, the Depository Accounts set forth in Schedule 8.01 or such other Depository Accounts after the Effective Date, all in the name of the Administrative Agent, which will be subject to a depository account agreement and with a depository bank satisfactory to the Administrative Agent. The Loan Parties other than the Canadian Loan Parties shall irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the such Loan Parties, to forward remit all payments to be made by checks or other drafts to the Lockboxes and/or the Depository Accounts and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment of the amounts owed as directed by them directly to such Cash Management Bank, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, and shall instruct each Lockbox Bank to deposit all amounts received in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable its Lockbox to the Collateral Agent and each Cash Management Collection Account shall be at such Lockbox Bank on the day received or, if such day is not a cash collateral account subject to a control agreementBusiness Day, in form and substance satisfactory to on the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management Banknext succeeding Business Day. Until the Administrative Agent has advised the Loan Parties Borrowers to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties other than the Canadian Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the such Loan Parties for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Loan Parties' expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness Collections received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral, shall be held by the Loan Parties in trust for the Agents and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Cash Management Collection Account or a Depository Account. The Loan Parties shall not commingle such collections with the Loan Parties' their own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to The Administrative Agent shall charge the occurrence Loan Account on the last day of an Event of Default, each month with two (2) collection days for all such Collections. All funds received in the Cash Management Accounts shall be processed by the respective Cash Management Banks in accordance with the instructions of officers Collection Account or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice to the respective Cash Management Banks that all funds received in the Cash Management a Depository Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Revolving Loans or as otherwise to be applied in accordance with Section 2.05(d), conditional upon final payment to the Administrative Agent; provided, that if, on any date, there are no outstanding Revolving Loans and no Default or Event of Default exists, all funds received in the Administrative Agent's Account shall, within two (2) Business Days after receipt thereof, be returned by the Administrative Agent to the Borrowers. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) Within 30 days after Borrower shall establish and at all times maintain concentration accounts (the Effective Date"Concentration Accounts") at the Concentration Account Bank, each Loan Party shall assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining cash management services of a type and on terms satisfactory to the Administrative Agent at one or more of the banks set forth on Schedule 7.01 or such other banks selected by the Loan Parties and acceptable to the Administrative Agent in its sole discretion exercised reasonably (each a "Cash Management Bank")promptly deposit, and shall irrevocably instruct their Account Debtorscause its Subsidiaries to promptly deposit, with respect to Accounts Receivable all Collections in excess of $200,000 received by Borrower or any of its Subsidiaries from any source promptly, and in any event no later than the first Business Day after the date of receipt thereof, and all other Collections received by Borrower or any of its Subsidiaries from any source promptly, and in any event no later than the second Business Day after the date of the Loan Partiesreceipt thereof, to forward payment of into the amounts owed by them directly to such Cash Management BankConcentration Accounts. Borrower, Administrative Agent, and (ii) establishing and maintaining a bank account in the Administrative Agent's name, of if the Administrative Agent otherwise agrees, in such Loan Party's name (a "Cash Management Account") at one of the Cash Management Banks. Each Cash Management Concentration Account Bank shall establish and maintain Cash Management Agreements with the Collateral Agent and the applicable Loan Parties, in form and substance acceptable to the Collateral Agent and each Cash Management Account shall be enter into a cash collateral concentration account subject to a control agreement, in form and substance reasonably satisfactory to Administrative Agent (the "Concentration Account Agreement"). Neither the Concentration Account Agreement nor the arrangements contemplated thereby shall be modified by Borrower or any of its Subsidiaries without the prior written consent of Administrative Agent on behalf of the Lender Group. Upon the terms and subject to the conditions set forth in the Concentration Account Agreement, all amounts received in the Concentration Accounts shall be deposited each Business Day into the Administrative Agent, executed and delivered by the applicable Loan Party, the Administrative Agent, and the applicable Cash Management BankAgent Account. Until the Administrative Agent Lender Group has advised the Loan Parties Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Loan Parties Borrower and its Subsidiaries may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Loan Parties Account Receivables for the Administrative AgentLender Group's benefit and on the Administrative AgentLender Group's behalf, but at the Loan Parties' expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of an Event of Default. All Collections (including checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness Indebtedness) received directly by the Loan Parties Borrower or any of its Subsidiaries from any Account Debtor or any other source (exclusive of their Account Debtorsthe Lender Group), whether as proceeds from Accounts Receivable of the Loan PartiesReceivable, or as proceeds of any other Collateral, or otherwise, shall be received and held by the applicable Loan Parties Party in trust for the Agents Lender Group and the Lenders and upon receipt be deposited by the such Loan Parties Party in original form and no later than the next Business Day after receipt thereof into a Cash Management Accountthe Concentration Accounts. The Loan Parties Borrower shall not not, nor shall it permit its Subsidiaries to, commingle such collections with the Loan Parties' own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets Loan. All Collections of each Subsidiary of Borrower deposited into the Concentration Accounts by such Subsidiary shall be deemed first to be a repayment of all outstanding Intercompany Advances made by any Loan Party to such Subsidiary, until paid in full, with all such remaining Collections being deemed to be a distribution by such Subsidiary to Borrower through each Person who (directly or indirectly through one or more intermediaries) owns the Capital Stock of such Subsidiary, other than any limited partner of a Non-Wholly Owned Subsidiary. Administrative Agent shall charge the Loan Account on the last day of each month for 2 Business Days of 'clearance' or' float' at the rate applicable to Revolving Loans set forth in Section 2.04(a) or Section 2.04(b), as applicable, on all Collections that are received by Administrative Agent (regardless of whether forwarded by a Concentration Account Bank to Administrative Agent, whether provisionally applied to reduce the Obligations under the Loan Documents, or otherwise). This across-the-board 2 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of the Lender Group's financing of Borrower, and shall apply irrespective of the characterization of whether receipts are owned by Borrower or the Lender Group, and whether or not included in there are any outstanding Revolving Loans, the Collateraleffect of such clearance or float charge being the equivalent of charging 2 Business Days of interest on such Collections. Prior to the occurrence of an Event of Default, all All funds received in the Cash Management Concentration Accounts pursuant to this Section 7.01(a) shall be processed by the respective Cash Management Banks in accordance with the instructions of officers or agents of the Borrower in accordance with prior practice. After the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice credited to the respective Cash Management Banks that all funds received in the Cash Management Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Loan Account for application at the end of each Business Day to reduce the then outstanding Obligationsprincipal balance of the Revolving Loans, conditional upon final payment subject to the Administrative Agentprovisions of Section 9.14(B) hereof. No checks, drafts or other instruments received by the Administrative Agent Lender Group shall constitute final payment to the Administrative Agent Lender Group unless and until such checks, drafts or instruments have actually been collected.