Common use of Collection of Accounts Clause in Contracts

Collection of Accounts. Except as otherwise provided in ---------------------- this Section, the Debtors shall have the right to collect and receive payments on the Accounts. In connection with such collections, the Debtors may take (and, at the Agent's direction, shall take) such actions as the Debtors or the Agent may deem necessary or advisable to enforce collection of the Accounts. At any time, if an Event of Default shall have occurred and be continuing, the Agent shall have the right to, or upon the request of the Agent the Debtors shall, instruct all account debtors and other Persons obligated in respect of the Accounts to make all payments on the Accounts either (a) directly to the Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Agent), or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Agent) under arrangements in form and substance satisfactory to the Agent pursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Agent. In addition to the foregoing, each Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such Debtor while an Event of Default exists, such Debtor shall promptly deliver such Proceeds to the Agent, for the pro rata benefit of the Banks, with any necessary endorsements. Until such Proceeds are delivered to the Agent, such Proceeds shall be held in trust by such Debtor for the benefit of the Agent and shall not be commingled with any other funds or property of any Debtor. All Proceeds of Collateral received by the Agent pursuant to this Section may at the option of the Required Banks in the exercise of their absolute discretion, (i) be applied by the Agent and the Banks to their respective Obligations in such order and manner as they may elect in their absolute discretion, or (ii) be deposited to the credit of any Debtor and held as collateral for the Obligations or permitted to be used by such Debtor in the ordinary course of its business.

Collection of Accounts. Except as otherwise provided in ---------------------- this Section, the Debtors Each Loan Party shall have the right to collect and receive payments on the Accounts. In connection with such collections, the Debtors may take (and, at the Agent's direction, shall take) such actions as the Debtors or the Agent may deem necessary or advisable to enforce collection of the Accounts. At any time, if an Event of Default shall have occurred and be continuing, the Agent shall have the right to, or upon the request of the Agent the Debtors shall, instruct all account debtors and other Persons obligated in respect of the Accounts to make hold all payments on on, and proceeds of, its Accounts in trust for the Accounts either (a) directly Administrative Agent and shall immediately deliver all such payments and proceeds to the Administrative Agent (in their original form, duly endorsed, by instructing that depositing all proceeds of such payments be remitted to a post office box which shall be in the name and under the control of the Agent), or (b) to Accounts into one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name lockbox accounts, or under the control of the Agent) under arrangements in form and substance satisfactory to the Agent pursuant to which the Debtors shall have irrevocably instructed such other bank “blocked accounts” as the Administrative Agent may specify (and such other bank shall have agreed) to remit all such payments directly to the Agent. In addition to the foregoing, each Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such Debtor while an Event of Default exists, such Debtor shall promptly deliver such Proceeds to the Agentwhich, for the pro rata benefit avoidance of doubt, shall be maintained with SVB), in each case pursuant to a blocked account agreement in such form as the Banks, with any necessary endorsements. Until such Proceeds are delivered Administrative Agent may specify in its good faith business judgment; provided that (i) the Loan Parties shall open collection accounts at SVB and notify all applicable account debtors to remit payments in to the Agentcollection accounts at SVB and cause any payments made into collection accounts not located at SVB to be promptly swept into a SVB Account (ii), such Proceeds the Loan Parties shall close any collection account not located at SVB and (iii) the Borrower shall be held in trust by permitted to use Remote Deposit Capture for checks with an aggregate monthly limit of $250,000 to the extent such Debtor for the benefit of the Agent and shall not be commingled with any other funds Remote Deposit Capture deposits are directed to an a SVB Account. Any such amounts actually paid to or property of any Debtor. All Proceeds of Collateral received collected by the Administrative Agent pursuant to this Section may at the option of the Required Banks in the exercise of their absolute discretion, (i6.3(c) shall be applied by the Administrative Agent to the reduction of the Revolving Loans then outstanding; provided that (A) if no Default or Event of Default has occurred and is continuing or (B) to the Banks extent that (i) any amount of such payments or collections remains after the application by the Administrative Agent thereof to their respective Obligations the payment in such order and manner as they may elect in their absolute discretionfull of the Revolving Loans then outstanding, or (ii) such remaining amount is not otherwise required to be deposited applied to the credit Obligations pursuant to any other Section of any Debtor this Agreement, and held as collateral for (iii) no Default or Event of Default has occurred and is continuing and (iv) the Required Lenders have not otherwise requested that such remaining amount be applied to the Obligations or permitted then outstanding, then such remaining amount shall be return by the Administrative Agent to be used by such Debtor in the ordinary course of its businessBorrower.

Collection of Accounts. Except as otherwise provided in ---------------------- this Section, the Debtors shall have the right to collect and receive payments on the Accounts. In connection with such collections, the Debtors may take (andand after the occurrence and during the continuance of an Event of Default, at the Collateral Agent's ’s direction, shall take) such actions as the Debtors or the Collateral Agent may deem necessary or advisable to enforce collection of the Accounts. At any time, if time after the occurrence and during the continuation of an Event of Default shall have occurred and be continuingDefault, the Collateral Agent shall have the right to, or upon the request of the Collateral Agent the Debtors shall, instruct all account debtors and other Persons obligated in respect of the Accounts to make all payments on the Accounts either (a) directly to the Collateral Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Collateral Agent), or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Collateral Agent) under arrangements in form and substance satisfactory to the Collateral Agent pursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Collateral Agent. In addition to the foregoing, each Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such Debtor while an Event of Default exists, such Debtor shall promptly deliver such Proceeds to the Collateral Agent, for the pro rata ratable benefit of the BanksSecured Parties to the extent provided in the Intercreditor Agreement, with any necessary endorsements. Until such Proceeds are delivered to the Collateral Agent, such Proceeds shall be held in trust by such Debtor for the benefit of the Collateral Agent and shall not be commingled with any other funds or property of any Debtor. All Proceeds of Collateral received by the Collateral Agent pursuant to this Section may at the option of the Required Banks in the exercise of their absolute discretion, (i) shall be applied by to the Agent and the Banks to their respective Senior Secured Obligations in such order and manner as they may elect in their absolute discretion, or (ii) be deposited to accordance with the credit of any Debtor and held as collateral for the Obligations or permitted to be used by such Debtor in the ordinary course of its businessIntercreditor Agreement.

Collection of Accounts. Except (a) Borrower shall establish and maintain, at its expense, blocked accounts (the “Blocked Accounts”), as otherwise provided Agent may specify, and Agent may establish and maintain bank accounts of Agent (“Payment Accounts”) in ---------------------- this Section, the Debtors shall have the right to collect and receive payments on the Accounts. In connection each case with such collections, the Debtors may take (and, at the Agent's direction, shall take) such actions banks as the Debtors or the are acceptable to Agent may deem necessary or advisable to enforce collection of the Accounts. At any time, if an Event of Default shall have occurred and be continuing, the Agent shall have the right to, or upon the request of the Agent the Debtors into which Borrower shall, instruct all in accordance with Agent’s instructions, promptly deposit and direct its account debtors and other Persons obligated in respect of the Accounts that remit payments by electronic funds transfers to make directly remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral, with the Accounts either (a) directly to exception of payments received in connection with Excluded Accounts, in the Agent (by instructing that identical form in which such payments be remitted to a post office box are made, whether by cash, cheque or other manner. The banks at which the Blocked Accounts are established shall be in the name and under the control of the Agent)enter into an agreement, or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Agent) under arrangements in form and substance satisfactory to Agent, providing that all items received or deposited in the Agent pursuant Blocked Accounts are subject to which the Debtors shall have irrevocably instructed first priority Lien of Agent, that the depository bank has no Lien upon, or right to set-off against the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that upon receipt of Agent’s notice that a Cash Dominion Event has occurred and is continuing, the depository bank will, without further inquiry, wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to the Payment Accounts or such other bank (and account of Agent as Agent may from time to time designate for such other bank purpose. Borrower agrees that all payments made to such Blocked Accounts shall have agreed) to remit all such payments directly be subject to the Agent. In addition to the foregoing, each Debtor agrees that if any Proceeds first priority security interest of any Collateral (including payments made in respect of Accounts) shall be received by such Debtor while an Event of Default exists, such Debtor shall promptly deliver such Proceeds to the Agent, for the pro rata benefit of the Banks, with any necessary endorsements. Until such Proceeds are delivered to the Agent, such Proceeds shall be held in trust by such Debtor Agent for the benefit of the Agent Secured Parties and shall not be commingled that all payments made, in accordance with any this Section, to such Payment Accounts or other funds received and collected by Agent, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of any Debtor. All Proceeds Agent on behalf of Collateral received by the Agent pursuant to this Section may at the option of the Required Banks in the exercise of their absolute discretion, (i) be applied by the Agent and the Banks to their respective Obligations in such order and manner as they may elect in their absolute discretion, or (ii) be deposited Secured Parties to the credit extent of any Debtor and held as collateral for the Obligations or permitted to be used by such Debtor in the ordinary course of its businessoutstanding Obligations.

Collection of Accounts. Except as otherwise provided in ---------------------- this Section(a) On the Restatement Effective Date, the Debtors each Grantor shall have the right to collect and receive payments on the Accounts. In connection with such collections, the Debtors may take (and, at the Agent's direction, shall take) such actions as the Debtors or the Agent may deem necessary or advisable to enforce collection of the Accounts. At any time, if an Event of Default shall have occurred and be continuing, the Agent shall have the right to, or upon the request of the Agent the Debtors shall, instruct all account debtors and other Persons obligated in respect of the Accounts notify each Account Debtor to make all payments on the Accounts either Receivable Collateral to a lockbox specified by the Agent. Upon the occurrence of an Event of Default: (a1) directly the Grantors shall establish and maintain with the Agent a Collateral Reserve Account; (2) all payments received at the lockbox shall be deposited by the Agent into the Collateral Reserve Account; and (3) each Grantor immediately upon receipt shall transfer and deliver to the Agent (by instructing that all cash, checks, drafts, items and other instruments for the payment of money which such payments be remitted to a post office box which Grantor now has or may at any time hereafter receive in full or partial payment for the Inventory Collateral or otherwise as proceeds of the Accounts Receivable Collateral and, pending such transfer and delivery, such Grantor shall be in the name and under the control of the Agent), or (b) deemed to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Agent) under arrangements in form and substance satisfactory to the Agent pursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Agent. In addition to the foregoing, each Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such Debtor while an Event of Default exists, such Debtor shall promptly deliver such Proceeds to the Agent, for the pro rata benefit of the Banks, with any necessary endorsements. Until such Proceeds are delivered to the Agent, such Proceeds shall be held hold same in trust by such Debtor for the benefit of the Agent and shall not be commingled with any other funds or property of any DebtorAgent. All Proceeds of Collateral received by the Agent pursuant to this Section may at the option of the Required Banks collected balances in the exercise of their absolute discretion, (i) Collateral Reserve Account shall be applied by the Agent on a daily basis in ratable payment of amounts outstanding under first, the Swing Line Advances and then, to the Advances of the several Banks and then, at the request of the Required Banks, to the Letter of Credit Advances and the other Obligations, as the Required Banks shall direct the Agent. No Grantor shall be entitled to their respective draw on the Collateral Reserve Account without the prior written consent of the Agent; provided, however, that at any time during which collected balances exist in the Collateral Reserve Account, if there are no amounts outstanding under the Notes and no other Obligations are due and payable, and provided that no Default or Event of Default is in existence, a Grantor may withdraw such order and manner as they may elect collected balances, or any portion thereof, therefrom. The Agent may, additionally, at any time in their absolute its sole discretion, enforce Grantor’s rights against the Account Debtors, including, without limitation, direct Account Debtors to make payments on the Accounts Receivable Collateral, or (ii) be deposited portions thereof, directly to the credit of any Debtor Agent and held as collateral for the Obligations or permitted Account Debtors are hereby authorized and directed to do so by a Grantor upon the Agent’s direction, and the funds so received shall be used by such Debtor also deposited in the ordinary course of its businessCollateral Reserve Account and applied as aforesaid.

Collection of Accounts. Except (a) Subject to Section 6.3(d) below, Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as otherwise Agent may specify, with such banks as are reasonably acceptable to Agent into which Borrowers shall promptly deposit and direct its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in ---------------------- this SectionSection 5.2 hereof (which agreement shall provide that upon notice from Agent (which shall be given upon the occurrence of any event set forth in Sections 6.3(d)(i) or 6.3(d)(ii) below, the Debtors shall have the right as applicable), such bank will send funds on a daily basis to collect and receive payments on the Accounts. In connection with such collections, the Debtors may take (and, at the Agent's direction, shall take) such actions as the Debtors or the Agent Payment Account and otherwise take instructions with respect to such Blocked Account only from Agent), or at any time following the occurrence of any event set forth in Sections 6.3(d)(i) or 6.3(d)(ii) below, Agent may deem necessary or advisable become the bank’s customer with respect to enforce collection any of the AccountsBlocked Accounts and promptly upon Agent’s request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. At Upon the occurrence of any timeevent set forth in Section 6.3(d) below, if an Event of Default shall have occurred each Borrower and be continuingGuarantor agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, the Agent shall have the right to, or upon the request of the Agent the Debtors shall, instruct all account debtors and other Persons obligated whether in respect of the Accounts to make all payments on the Accounts either (a) directly to the Agent (by instructing that such payments be remitted to a post office box which Receivables, as proceeds of Inventory or other Collateral or otherwise shall be in the name treated as payments to Agent and under the control of the Agent), or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Agent) under arrangements in form and substance satisfactory to the Agent pursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Agent. In addition to the foregoing, each Debtor agrees that if any Proceeds of any Collateral (including payments made Lenders in respect of Accounts) the Obligations and therefore shall be received by such Debtor while an Event constitute the property of Default exists, such Debtor shall promptly deliver such Proceeds Agent and Lenders to the Agent, for the pro rata benefit extent of the Banks, with any necessary endorsements. Until such Proceeds are delivered to the Agent, such Proceeds shall be held in trust by such Debtor for the benefit of the Agent and shall not be commingled with any other funds or property of any Debtor. All Proceeds of Collateral received by the Agent pursuant to this Section may at the option of the Required Banks in the exercise of their absolute discretion, (i) be applied by the Agent and the Banks to their respective Obligations in such order and manner as they may elect in their absolute discretion, or (ii) be deposited to the credit of any Debtor and held as collateral for the Obligations or permitted to be used by such Debtor in the ordinary course of its businessthen outstanding Obligations.

Collection of Accounts. Except (a) Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as otherwise Agent may specify, with such banks as are acceptable to Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowing Base Parties shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in ---------------------- this SectionSection 5.2 hereof or at any time and from time to time Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Agent’s request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether in respect of the Debtors Receivables, as proceeds of Inventory or other Collateral or otherwise shall have be treated as payments to Agent and Lenders in respect of the right Obligations and therefore shall constitute the property of Agent and Lenders to collect and receive payments on the Accountsextent of the then outstanding Obligations. In connection with With respect to the disbursement accounts of Borrowers (but not the Blocked Accounts or any collection accounts), Agent will only instruct the depository banks at which such collections, disbursement accounts are maintained to transfer funds deposited into the Debtors may take (and, at the Agent's direction, shall take) such actions as the Debtors or disbursement accounts to the Agent may deem necessary or advisable to enforce collection of the Accounts. At Payment Account at any time, if time that an Event of Default shall exist or have occurred and be continuing, the Agent shall have the right to, or upon the request of the Agent the Debtors shall, instruct all account debtors and other Persons obligated in respect of the Accounts to make all payments on the Accounts either (a) directly to the Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Agent), or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Agent) under arrangements in form and substance satisfactory to the Agent pursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Agent. In addition to the foregoing, each Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such Debtor while an Event of Default exists, such Debtor shall promptly deliver such Proceeds to the Agent, for the pro rata benefit of the Banks, with any necessary endorsements. Until such Proceeds are delivered to the Agent, such Proceeds shall be held in trust by such Debtor for the benefit of the Agent and shall not be commingled with any other funds or property of any Debtor. All Proceeds of Collateral received by the Agent pursuant to this Section may at the option of the Required Banks in the exercise of their absolute discretion, (i) be applied by the Agent and the Banks to their respective Obligations in such order and manner as they may elect in their absolute discretion, or (ii) be deposited to the credit of any Debtor and held as collateral for the Obligations or permitted to be used by such Debtor in the ordinary course of its business.

Collection of Accounts. Except as otherwise provided in ---------------------- this SectionUnless (a) Excess Availability shall fall below $5,000,000, the Debtors (b) a development or event relating to or affecting a Consolidated Party which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred, in the right to collect and receive payments on reasonable judgment of the Accounts. In connection with such collections, the Debtors may take (and, at the Agent's direction, shall take) such actions as the Debtors Administrative Agent or the Agent may deem necessary Required Lenders, or advisable to enforce collection of the Accounts. At any time, if (c) an Event of Default shall have occurred and be continuing, and the Administrative Agent or the Required Lenders shall have the right tohave, in its or upon the request of the Agent the Debtors shalltheir sole discretion, instruct elected to enforce, collect and receive all account debtors and other Persons obligated in respect of the Accounts to make all payments amounts owing on the Accounts either and/or other Collateral (a) directly each a "Cash Management Event"), each Borrower may and will enforce, collect and receive all amounts owing on the Accounts (subject to any amounts that such Borrower is required to rebate to the Agent (by instructing that applicable account debtor pursuant to any agreement between such payments be remitted to a post office box which shall be in the name Borrower and under the control of the Agentsuch account debtor), for the Lenders' benefit and on the Lenders' behalf but at the Borrowers' expense in accordance with the provisions of Section 3.1 or (b) to one or more other banks in 3.2, as applicable; upon the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Agent) under arrangements in form and substance satisfactory to the Agent pursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Agent. In addition to the foregoing, each Debtor agrees that if any Proceeds occurrence of any Collateral (including payments made in respect of Accounts) shall be received by such Debtor while an Event of Default existsunder Section 11.1(f), such Debtor privilege shall promptly deliver such Proceeds terminate automatically, without notice to the AgentBorrowers which is hereby expressly waived by the Borrowers. Any checks, for the pro rata benefit of the Bankscash, notes or other instruments or property received by any Borrower with respect to any necessary endorsements. Until such Proceeds are delivered to the Agent, such Proceeds Accounts shall be held by such Borrower in trust by such Debtor for the benefit of the Agent Lenders, separate from such Borrower's own property and shall not be commingled with any funds, and deposited promptly into the depository accounts of the Borrowers subject to Blocked Account Agreements or Lockbox Agreements, provided, however, that upon the occurrence of a Cash Management Event, such checks, cash, notes or other funds instruments or property of any Debtor. All Proceeds of Collateral received by the Agent pursuant to this Section may at the option of the Required Banks in the exercise of their absolute discretion, (i) shall be applied by the Agent and the Banks to their respective Obligations in such order and manner as they may elect in their absolute discretion, or (ii) be deposited immediately turned over to the credit of any Debtor and held Administrative Agent or the Canadian Agent, as collateral for the Obligations or permitted to be used by such Debtor in the ordinary course of its business.applicable, with proper assignments or

Collection of Accounts. Except as otherwise provided in ---------------------- this Section, Each Loan Party shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Collateral Agents and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors shall have the right to collect and receive payments on the Accounts. In connection with such collections, the Debtors may take (and, at the Agent's direction, shall take) such actions as the Debtors or the Agent may deem necessary or advisable to enforce collection forward payment of the Accountsamounts owed by them directly to a Deposit Account subject to a Control Agreement that is a Collection Account, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections (including those sent directly by their Account Debtors to a Loan Party) into a Deposit Account subject to a Control Agreement that is a Collection Account. At any time, if an Event of Default Each Loan Party shall have occurred and be continuing, the Agent shall have the right to, or upon the request of the Agent the Debtors shall, instruct all account debtors and other Persons obligated in respect of the Accounts to make hold all payments on on, and proceeds of, its Accounts that it receives in trust for the Accounts either (a) directly Administrative Agent and shall immediately deliver all such payments and proceeds to the Administrative Agent (in their original form, duly endorsed, by instructing that depositing all proceeds of such payments be remitted to a post office box which shall be in the name and under the control of the Agent), or (b) to Accounts into one or more other banks lockbox accounts, or via electronic deposit capture into a “blocked account” as the Administrative Agent may specify (a “Collection Account”), in the United States of America (by instructing that such payments be remitted each case pursuant to a post office box which shall be blocked account agreement in such form as the name or under the control of the Agent) under arrangements Administrative Agent may specify in form and substance satisfactory its good faith business judgment. Any such amounts actually paid to the Agent pursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Agent. In addition to the foregoing, each Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such Debtor while an Event of Default exists, such Debtor shall promptly deliver such Proceeds to the Agent, for the pro rata benefit of the Banks, with any necessary endorsements. Until such Proceeds are delivered to the Agent, such Proceeds shall be held in trust by such Debtor for the benefit of the Agent and shall not be commingled with any other funds Collection Account or property of any Debtor. All Proceeds of Collateral received otherwise collected by the Administrative Agent pursuant to this Section may at the option of the Required Banks in the exercise of their absolute discretion, (i6.3(c) shall be applied by the Administrative Agent and on a daily basis to the Banks to their respective Obligations reduction of the Revolving Loans then outstanding; provided that (i) if a Streamline Period is then in such order and manner as they may elect in their absolute discretion, effect or (ii) be deposited to the credit extent that (A) any amount of any Debtor such payments or collections remains after the application by the Administrative Agent thereof to the payment in full of the Revolving Loans then outstanding and held as collateral for the Cash Collateralization of the then effective L/C Exposure in an amount equal to 105% of such L/C Exposure, (B) such remaining amount is not otherwise required to be applied to the Obligations pursuant to any other Section of this Agreement, and (C) no Default or Event of Default has occurred and is continuing, then such remaining amount shall, to the extent permitted by applicable law, be returned to be used by such Debtor in a depository account of the ordinary course of its businessBorrower maintained with the Administrative Agent and subject to a Control Agreement.

Collection of Accounts. Except as otherwise provided in this ---------------------- this Section, the Debtors Debtor shall have the right to collect and receive payments on the Accounts. In connection with such collections, the Debtors Debtor may take (and, at the Agent's direction, shall take) such actions as the Debtors Debtor or the Agent may deem necessary or advisable to enforce collection of the Accounts. At any time, if an Event of Default shall have occurred and be continuing, the Agent shall have the right to, or upon the request of the Agent the Debtors Debtor shall, instruct all account debtors and other Persons obligated in respect of the Accounts to make all payments on the Accounts either (a) directly to the Agent Agent, for the pro rata benefit of the Banks (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Agent), or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Agent) under arrangements in form and substance satisfactory to the Agent pursuant to which the Debtors Debtor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Agent. In addition to the foregoing, each the Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such the Debtor while an Event of Default exists, such the Debtor shall promptly deliver such Proceeds to the Agent, for the pro rata benefit of the Banks, with any necessary endorsements. Until such Proceeds are delivered to the Agent, such Proceeds shall be held in trust by such the Debtor for the benefit of the Agent and shall not be commingled with any other funds or property of any the Debtor. All Proceeds of Collateral received by the Agent pursuant to this Section may at the option of the Required Banks in the exercise of their absolute discretion, (i) be applied by the Agent Agent, the Co- Agents and the Banks to their respective Obligations in such order and manner as they may each elect in their absolute discretion, or (ii) be deposited to the credit of any Debtor and held as collateral for the Obligations or permitted to be used by such Debtor in the ordinary course of its business.

Collection of Accounts. Except as otherwise provided in ---------------------- this Section, the Debtors shall have the right to collect and receive payments on the Accounts. In connection with such collections, the Debtors may take (and, at the Collateral Agent's direction, shall take) such actions as the Debtors or the Collateral Agent may deem necessary or advisable to enforce collection of the Accounts. At any time, if an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right to, or upon the request of the Collateral Agent the Debtors shall, instruct all account debtors and other Persons obligated in respect of the Accounts to make all payments on the Accounts either (a) directly to the Collateral Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Collateral Agent), or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Collateral Agent) under arrangements in form and substance satisfactory to the Collateral Agent pursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Collateral Agent. In addition to the foregoing, each Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such Debtor while an Event of Default exists, such Debtor shall promptly deliver such Proceeds to the Collateral Agent, for the pro rata benefit of the BanksSecured Parties, with any necessary endorsements. Until such Proceeds are delivered to the Collateral Agent, such Proceeds shall be held in trust by such Debtor for the benefit of the Collateral Agent and shall not be commingled with any other funds or property of any Debtor. All Proceeds of Collateral received by the Collateral Agent pursuant to this Section may at the option of the Required Banks Determining Lenders in the exercise of their absolute discretion, (i) be applied by to the Agent and the Banks to their respective Obligations in such order and manner as they may elect in their absolute discretionaccordance with the Intercreditor Agreement, or (ii) be deposited to the credit of any Debtor and held as collateral for the Obligations or permitted to be used by such Debtor in the ordinary course of its business.

Collection of Accounts. Except as otherwise provided in ---------------------- this Section, the Debtors Debtor shall have the right to collect and receive payments on the Accounts. In connection with such collections, the Debtors Debtor may take (and, at the Agent's direction, shall take) such actions as the Debtors Debtor or the Agent may deem necessary or advisable to enforce collection of the Accounts. At any time, if an Event of Default shall have occurred and be continuing, the Agent shall have the right to, or upon the request of the Agent the Debtors Debtor shall, instruct all account debtors and other Persons obligated in respect of the Accounts to make all payments on the Accounts either (a) directly to the Agent Agent, for the pro rata benefit of the Banks (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Agent), or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Agent) under arrangements in form and substance satisfactory to the Agent pursuant to which the Debtors Debtor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Agent. In addition to the foregoing, each the Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such the Debtor while an Event of Default exists, such the Debtor shall promptly deliver such Proceeds to the Agent, for the pro rata benefit of the Banks, with any necessary endorsements. Until such Proceeds are delivered to the Agent, such Proceeds shall be held in trust by such the Debtor for the benefit of the Agent and shall not be commingled with any other funds or property of any the Debtor. All Proceeds of Collateral received by the Agent pursuant to this Section may at the option of the Required Banks in the exercise of their absolute discretion, (i) be applied by the Agent Agent, the Co-Agents and the Banks to their respective Obligations in such order and manner as they may each elect in their absolute discretion, or (ii) be deposited to the credit of any Debtor and held as collateral for the Obligations or permitted to be used by such Debtor in the ordinary course of its business.

Collection of Accounts. Except as otherwise provided in ---------------------- this Section, the Debtors The Borrower shall have the right to collect all Accounts unless and receive payments on the Accounts. In connection with such collections, the Debtors may take (and, at the Agent's direction, shall take) such actions as the Debtors or the Agent may deem necessary or advisable to enforce collection of the Accounts. At any time, if until an Event of Default shall have has occurred and is continuing. All payments on, and proceeds of, Accounts shall be continuing, deposited directly by the Agent shall have the right toapplicable Account Debtor into a lockbox account, or upon such other “blocked account” as the request of the Administrative Agent the Debtors shallmay specify, instruct all account debtors and other Persons obligated in respect of the Accounts to make all payments on the Accounts either (a) directly to the Agent (by instructing that such payments be remitted pursuant to a post office box which shall be in the name and under the control of the Agent), or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Agent) under arrangements Control Agreement in form and substance satisfactory to the Administrative Agent pursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Agentin its sole discretion. In addition to the foregoing, each Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such Debtor while Whether or not an Event of Default existshas occurred and is continuing, Borrower shall immediately deliver all payments on and proceeds of Accounts to the lockbox or such blocked account, to be transferred by the Administrative Agent to an account of Borrower maintained at SVB; provided, that, in the Administrative Agent’s sole discretion, such Debtor shall promptly deliver such Proceeds payments and proceeds may be applied to reduce the outstanding balance of the Revolving Loan pursuant to the Agentterms of Section 2.18(l) hereof. If an Event of Default has occurred and is continuing, for the pro rata benefit of the Banks, with any necessary endorsements. Until Borrower shall immediately deliver all such Proceeds are delivered payments and proceeds to the AgentAdministrative Agent in their original form, duly endorsed. Any such Proceeds shall be held in trust by such Debtor for the benefit of the Agent and shall not be commingled with any other funds amounts actually paid to or property of any Debtor. All Proceeds of Collateral received collected by the Administrative Agent pursuant to this Section may at the option of the Required Banks in the exercise of their absolute discretion, (i6.3(c) shall be applied by the Agent Administrative Agent, at any time during which an Event of Default has occurred and the Banks to their respective Obligations in such order and manner as they may elect in their absolute discretionis continuing, or (ii) be deposited to the credit payment in full of the Revolving Loans then outstanding. To the extent that (A) any Debtor and held as collateral for amount of such payments or collections remains after the application by the Administrative Agent thereof to the payment in full of the Revolving Loans then outstanding, (B) no Event of Default then exists, (C) such remaining amount is not otherwise required to be applied to the Obligations or permitted pursuant to any other Section of this Agreement, and (D) the Required Lenders have not otherwise requested that such remaining amount be used applied to the Obligations then outstanding, then such remaining amount shall be returned by such Debtor in the ordinary course of its business.Administrative Agent to the Borrower;

Collection of Accounts. Except as otherwise provided in ---------------------- this Section, the Debtors shall have the right to collect and receive payments on the Accounts. In connection with such collections, the Debtors may take (and, at the Administrative Agent's direction, shall take) such actions as the Debtors or the Administrative Agent may deem necessary or advisable to enforce collection of the Accounts. At any time, if an Event of Default shall have occurred and be continuing, time the Administrative Agent shall have the right to, or upon the request of the Administrative Agent the Debtors shall, instruct all account debtors and other Persons obligated in respect of the Accounts to make all payments on the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent), or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Administrative Agent) under arrangements in form and substance satisfactory to the Administrative Agent pursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Administrative Agent. In addition to the foregoing, each Debtor agrees that if any Proceeds of any Pledged Collateral (including payments made in respect of Accounts) shall be received by such Debtor while an Event of Default exists, such Debtor shall promptly deliver such Proceeds to the Administrative Agent, for the pro rata benefit of the BanksLenders, with any necessary endorsements. Until such Proceeds are delivered to the Administrative Agent, such Proceeds shall be held in trust by such Debtor for the benefit of the Administrative Agent and shall not be commingled with any other funds or property of any Debtor. All Proceeds of Pledged Collateral received by the Administrative Agent pursuant to this Section may at the option of the Required Banks Lenders in the exercise of their absolute discretion, (i) be applied by to the Agent and the Banks to their respective Secured Obligations in such order and manner as they may elect in their absolute discretionaccordance with the Credit Agreement, or (ii) be deposited to the credit of any Debtor and held as collateral for the Secured Obligations or permitted to be used by such Debtor in the ordinary course of its business.

Collection of Accounts. Except as otherwise provided in ---------------------- this Section, the Debtors shall have the right to collect and receive payments on the Accounts. In connection with such collections, the Debtors may take (and, at the Administrative Agent's ’s direction, shall take) such actions as the Debtors or the Administrative Agent may deem necessary or advisable to enforce collection of the Accounts. At any time, if an Event of time whether or not a Default shall have occurred and be continuinghas occurred, the Administrative Agent shall have the right to, or upon the request of the Administrative Agent the Debtors shall, instruct all account debtors and other Persons obligated in respect of the Accounts to make all payments on the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent), or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Administrative Agent) under arrangements in form and substance satisfactory to the Administrative Agent pursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Administrative Agent. In addition to the foregoing, each Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such Debtor while an Event of Default exists, such Debtor shall promptly deliver such Proceeds to the Administrative Agent, for the pro rata benefit of the BanksSecured Parties, with any necessary endorsements. Until such Proceeds are delivered to the Administrative Agent, such Proceeds shall be held in trust by such Debtor for the benefit of the Administrative Agent and shall not be commingled with any other funds or property of any Debtor. All Proceeds of Collateral received by the Administrative Agent pursuant to this Section may at the option of the Required Banks Lenders in the exercise of their absolute discretion, (i) be applied by to the Agent and the Banks to their respective Secured Obligations in such order and manner as they may elect in their absolute discretionaccordance with the Credit Agreement, or (ii) be deposited to the credit of any Debtor and held as collateral for the Secured Obligations or permitted to be used by such Debtor in the ordinary course of its business.

Collection of Accounts. Except (a) Subject to Section 6.3(d) below, Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as otherwise Lender may specify, with such banks as are reasonably acceptable to Lender into which Borrowers shall promptly deposit and direct its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Lender a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in ---------------------- this SectionSection 5.2 hereof (which agreement shall provide that upon notice from Lender (which shall be given upon the occurrence of any event set forth in Sections 6.3(d)(i) or 6.3(d)(ii) below, as applicable), such bank will send funds on a daily basis to the Debtors shall have Lender Payment Account and otherwise take instructions with respect to such Blocked Account only from Lender), or at any time following the right occurrence of any event set forth in Sections 6.3(d)(i) or 6.3(d)(ii) below, Lender may become the bank's customer with respect to collect and receive payments on the Accounts. In connection with such collections, the Debtors may take (and, at the Agent's direction, shall take) such actions as the Debtors or the Agent may deem necessary or advisable to enforce collection any of the AccountsBlocked Accounts and promptly upon Lender's request, Borrowers shall execute and deliver such agreements and documents as Lender may require in connection therewith. At Upon the occurrence of any timeevent set forth in Section 6.3(d) below, if an Event of Default shall have occurred each Borrower agrees that all payments made to such Blocked Accounts or other funds received and be continuingcollected by Lender, the Agent shall have the right to, or upon the request of the Agent the Debtors shall, instruct all account debtors and other Persons obligated whether in respect of the Accounts to make all payments on the Accounts either (a) directly to the Agent (by instructing that such payments be remitted to a post office box which Receivables, as proceeds of Inventory or other Collateral or otherwise shall be in the name and under the control of the Agent), or (b) treated as payments to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Agent) under arrangements in form and substance satisfactory to the Agent pursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Agent. In addition to the foregoing, each Debtor agrees that if any Proceeds of any Collateral (including payments made Lender in respect of Accounts) the Obligations and therefore shall be received by such Debtor while an Event constitute the property of Default exists, such Debtor shall promptly deliver such Proceeds Lender to the Agent, for the pro rata benefit extent of the Banks, with any necessary endorsements. Until such Proceeds are delivered to the Agent, such Proceeds shall be held in trust by such Debtor for the benefit of the Agent and shall not be commingled with any other funds or property of any Debtor. All Proceeds of Collateral received by the Agent pursuant to this Section may at the option of the Required Banks in the exercise of their absolute discretion, (i) be applied by the Agent and the Banks to their respective Obligations in such order and manner as they may elect in their absolute discretion, or (ii) be deposited to the credit of any Debtor and held as collateral for the Obligations or permitted to be used by such Debtor in the ordinary course of its businessthen outstanding Obligations.

Collection of Accounts. Except (a) As of the date hereof, Borrowers shall have established and shall hereafter at all times maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as otherwise Agent may specify, with such banks as are reasonably acceptable to Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral (other than amounts deposited into Excluded Accounts) in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in ---------------------- this SectionSection 5.3 hereof or at any time and from time to time Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Agent’s request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Without limiting any other rights or remedies of Agent or Lenders, at any time after the Debtors shall have occurrence and during the right continuance of a Trigger Event, Agent may, at its option, instruct the depository banks at which the Blocked Accounts are maintained to collect transfer by federal funds wire transfer all funds received or deposited into such Blocked Accounts and receive payments on related deposit accounts to the AccountsAgent Payment Account or as Agent may direct. In connection with such collections, the Debtors may take (andAgent shall, at the Agent's directionrequest of Administrative Borrower, shall takerescind such instruction at any time that (i) such actions as the Debtors or the Agent may deem necessary or advisable to enforce collection of the Accounts. At any time, if an no Event of Default shall exist or have occurred and be continuing, the Agent continuing and (ii) average Excess Availability shall have the right to, or upon the request be greater than twenty-five (25%) percent of the Maximum Credit or $37,500,000 as of any date of the calculation thereof by Agent, in the case of both clauses (i) and (ii) for a period of not less than sixty (60) consecutive days (whereupon the Trigger Event shall be deemed to have ceased to be continuing); provided, that, a Trigger Event shall not be terminated following the third (3rd) such termination during the term of this Agreement. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts during the continuance of a Trigger Event or other funds received and collected by Agent the Debtors shallor any Lender at any time, instruct all account debtors and other Persons obligated whether in respect of the Accounts to make all payments on the Accounts either (a) directly to the Agent (by instructing that such payments be remitted to a post office box which Receivables, as proceeds of Inventory or other Collateral or otherwise, shall be in the name treated as payments to Agent and under the control of the Agent), or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Agent) under arrangements in form and substance satisfactory to the Agent pursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Agent. In addition to the foregoing, each Debtor agrees that if any Proceeds of any Collateral (including payments made Lenders in respect of Accounts) the Obligations and therefore shall be received by such Debtor while an Event constitute the property of Default exists, such Debtor shall promptly deliver such Proceeds Agent and Lenders to the Agent, for the pro rata benefit extent of the Banksthen outstanding Obligations, with any necessary endorsements. Until such Proceeds are delivered subject to the Agent, such Proceeds shall be held in trust by such Debtor for the benefit Term Loan Facility Intercreditor Agreement as to proceeds of the Agent Term Loan Priority Collateral and shall not be commingled with any other funds or property of any Debtor. All Proceeds of Collateral received by the Agent pursuant to this Section may at the option of the Required Banks in the exercise of their absolute discretion, (i6.3(d) be applied by the Agent and the Banks to their respective Obligations in such order and manner as they may elect in their absolute discretion, or (ii) be deposited to the credit of any Debtor and held as collateral for the Obligations or permitted to be used by such Debtor in the ordinary course of its businessbelow.

Collection of Accounts. Except as otherwise provided in ---------------------- this Section, the Debtors The Borrowers shall have the right to collect all Accounts unless and receive payments on the Accounts. In connection with such collections, the Debtors may take (and, at the Agent's direction, shall take) such actions as the Debtors or the Agent may deem necessary or advisable to enforce collection of the Accounts. At any time, if an until a Liquidity Event of Default shall have has occurred and be is continuing and the Administrative Agent has notified the Administrative Borrower under this Section. If a Liquidity Event has occurred and is continuing, the Agent Borrowers shall have the right to, or upon the request of the Agent the Debtors shall, instruct all account debtors and other Persons obligated in respect of the Accounts to make hold all payments on on, and proceeds of, their respective Accounts in trust for the Accounts either (a) directly Administrative Agent, and, if requested by the Administrative Agent, the Borrowers shall immediately deliver all such payments and proceeds to the Administrative Agent (in their original form, duly endorsed and the Administrative Agent may, in its good faith business judgment, require that all proceeds of such Accounts be deposited by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Agent), or (b) to Borrowers into one or more lockbox accounts, or such other banks “blocked accounts” as the Administrative Agent may specify, in the United States of America (by instructing that such payments be remitted each case pursuant to a post office box which shall be blocked account agreement in such form as the name Administrative Agent may specify in its good faith business judgment. Any such amounts actually paid to or under the control of the Agent) under arrangements in form and substance satisfactory to the Agent pursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Agent. In addition to the foregoing, each Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such Debtor while an Event of Default exists, such Debtor shall promptly deliver such Proceeds to the Agent, for the pro rata benefit of the Banks, with any necessary endorsements. Until such Proceeds are delivered to the Agent, such Proceeds shall be held in trust by such Debtor for the benefit of the Agent and shall not be commingled with any other funds or property of any Debtor. All Proceeds of Collateral received collected by the Administrative Agent pursuant to this Section may 6.3(c) shall be applied by the Administrative Agent, (x) at any time during the option existence of a Liquidity Event when no Default or Event of Default has occurred and is continuing, to the Revolving Loans then outstanding in accordance with Section 2.18(i), and (y) at any time during which a Default or an Event of Default has occurred and is continuing, as otherwise provided by the terms of this Agreement. To the extent that (A) any amount of such payments or collections remains after the application by the Administrative Agent thereof to the payment in full of the Required Banks in the exercise Revolving Loans then outstanding, (B) no Liquidity Event then exists, (C) no Event of their absolute discretionDefault then exists under Sections 8.1(a), (b), (f), (i) or (m), (D) such remaining amount is not otherwise required to be applied to the Obligations pursuant to any other Section of this Agreement, and (E) in any case where an Event of Default then exists solely under one or more clauses of Section 8.1 other than those listed in clause (C) of this Section 6.3(c), the Required Lenders have not otherwise requested that such remaining amount be applied to the Obligations then outstanding, then such remaining amount shall be returned by the Administrative Agent and the Banks to their respective Obligations in such order and manner as they may elect in their absolute discretion, or (ii) be deposited to the credit of any Debtor and held as collateral for the Obligations or permitted to be used by such Debtor in the ordinary course of its business.Administrative Borrower;

Collection of Accounts. Except as otherwise provided in ---------------------- this Section, the Debtors The Borrowers shall have the right to collect and receive payments on the Accounts. In connection with such collections, the Debtors may take (and, at the Agent's direction, shall take) such actions as the Debtors or the Agent may deem necessary or advisable to enforce collection of the Accounts. At any time, if an Event of Default shall have occurred and be continuing, the Agent shall have the right to, or upon the request of the Agent the Debtors shall, instruct all account debtors and other Persons obligated in respect of the Accounts to make hold all payments on on, and proceeds of, its Accounts in trust for the Accounts either (a) directly Administrative Agent and shall immediately deliver all such payments and proceeds to the Administrative Agent (by instructing that in their original form, duly endorsed. All proceeds of such payments be remitted to a post office box which Accounts shall be in deposited by the name and under Borrowers and/or the control of the Agent), or (b) to applicable Account Debtors into one or more lockbox accounts, or such other banks “blocked accounts” as the Administrative Agent may specify, in the United States of America (by instructing that such payments be remitted each case pursuant to a post office box which shall be blocked account agreement in such form as the name Administrative Agent may specify in its good faith business judgment. Any such amounts actually paid to or under the control of the Agent) under arrangements in form and substance satisfactory to the Agent pursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Agent. In addition to the foregoing, each Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such Debtor while an Event of Default exists, such Debtor shall promptly deliver such Proceeds to the Agent, for the pro rata benefit of the Banks, with any necessary endorsements. Until such Proceeds are delivered to the Agent, such Proceeds shall be held in trust by such Debtor for the benefit of the Agent and shall not be commingled with any other funds or property of any Debtor. All Proceeds of Collateral received collected by the Administrative Agent pursuant to this Section may at the option of the Required Banks in the exercise of their absolute discretion, (i6.3(c) shall be applied by the Agent Administrative Agent, (x) at any time during the existence of a Liquidity Event when no Default or Event of Default has occurred and the Banks to their respective Obligations in such order and manner as they may elect in their absolute discretionis continuing, or (ii) be deposited to the credit Revolving Loans then outstanding in accordance with Section 2.15(k) and (y) at any time during which a Default or an Event of Default has occurred and is continuing, as otherwise provided by the terms of this Agreement (provided, that if (X) no Liquidity Event then exists; and (Y) no Event of Default then exists, such payments and collections shall be transferred to an account of Borrower specified by Borrower, maintained at SVB). To the extent that (A) any Debtor and held as collateral for amount of such payments or collections remains after the application by the Administrative Agent thereof to the payment in full of the Revolving Loans then outstanding, (B) no Liquidity Event then exists, (C) no Event of Default then exists, (D) such remaining amount is not otherwise required to be applied to the Obligations or permitted pursuant to any other Section of this Agreement, and (E) the Required Lenders have not otherwise requested that such remaining amount be used applied to the Obligations then outstanding, then such remaining amount shall be returned by such Debtor in the ordinary course of its business.Administrative Agent to the Borrowers;

Collection of Accounts. Except as otherwise provided in ---------------------- this Section, the Debtors Debtor shall have the right to collect and receive payments on the Accounts. In connection with such collections, the Debtors Debtor may take (and, at the Collateral Agent's direction, shall take) such actions as the Debtors Debtor or the Collateral Agent may deem necessary or advisable to enforce collection of the Accounts. At any time, if an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right to, or upon the request of the Collateral Agent the Debtors Debtor shall, instruct all account debtors and other Persons obligated in respect of the Accounts to make all payments on the Accounts either (a) directly to the Agent Collateral Agent, for the pro rata benefit of the Secured Parties (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Collateral Agent), or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of the Collateral Agent) under arrangements in form and substance satisfactory to the Collateral Agent pursuant to which the Debtors Debtor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to the Collateral Agent. In addition to the foregoing, each the Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such the Debtor while an Event of Default exists, such the Debtor shall promptly deliver such Proceeds to the Collateral Agent, for the pro rata benefit of the BanksSecured Parties, with any necessary endorsements. Until such Proceeds are delivered to the Collateral Agent, such Proceeds shall be held in trust by such the Debtor for the benefit of the Collateral Agent and shall not be commingled with any other funds or property of any the Debtor. All Proceeds of Collateral received by the Collateral Agent pursuant to this Section may at the option of the Required Banks in the exercise of their absolute discretionDetermining Lenders, (i) be applied by to the Agent and the Banks to their respective Obligations in such order and manner as they may elect in their absolute discretionaccordance with the Intercreditor Agreement, or (ii) be deposited to the credit of any Debtor and held as collateral for the Obligations or permitted to be used by such Debtor in the ordinary course of its business.