Common use of Collections on Accounts Clause in Contracts

Collections on Accounts. The Agent hereby authorizes the Grantor to collect the Accounts and the Agent may curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Default. If required by the Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor in the exact form received, duly endorsed by the Grantor to the Agent if required, in a special collateral account maintained by the Agent, subject to withdrawal by the Agent for the account of the Lenders only, as hereinafter provided, and, until so turned over, shall be held by the Grantor in trust for the Agent and the Lenders, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Agent (or by the Grantor in trust for the Agent and the Lenders) shall continue to be collateral security for all the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Agent's election, the Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Agent may elect, and any part of such funds which the Agent elects not so to apply and deems not required as collateral security for the obligations shall be paid over from time to time by the Agent to the Grantor or to whomsoever may lawfully be entitled to receive the same. Upon the occurrence of an Event of Default that is continuing, at the Agent's request, the Grantor shall deliver to the Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent Lender hereby authorizes the Grantor Company to collect the Accounts Accounts, subject to the Lender's direction and control (which authority the Agent Lender may curtail or terminate said authority at any time upon the occurrence and during the continuance of an any Event of Default). If required by the Agent at any time after Lender upon the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the GrantorCompany, shall be forthwith (and, in any event, within two Domestic Business Days) deposited by the Grantor Company in the exact form received, duly endorsed by the Grantor Company to the Agent Lender if required, in a special collateral account maintained by the AgentLender and under the Lender's exclusive dominion and control, subject to withdrawal by the Agent Lender for the account of the Lenders holders of the Notes only, as hereinafter provided, and, until so turned over, shall be held by the Grantor Company in trust for the Agent ratable benefit of the Lender and the Lendersother holders of the Notes, segregated from other funds of the GrantorCompany. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Agent Lender (or by the Grantor Company in trust for the Agent Lender and the Lendersother holders of the Notes) shall continue to be collateral security for all of the Guarantee Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by any time following the Grantor and the Agent, or, if an occurrence of any Event of Default shall have occurred and be continuing, at any time at the Agent's election, the Agent Lender shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Secured Obligations in such order as the Agent Lender may elect, and any part of such funds which the Agent Lender elects not so to apply and deems not required as collateral security for the obligations Secured Obligations shall be paid over from time to time by the Agent Lender to the Grantor Company or to whomsoever whosoever may be lawfully be entitled to receive the same. Upon At any time following the occurrence of an any Event of Default that is continuing, at the Agent's requestDefault, the Grantor Company shall deliver to the Agent Lender all original and other documents evidencing, and relating to, the all Contracts and all agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Collateral Agent hereby authorizes the Grantor Borrower to collect the Accounts Accounts, and the Collateral Agent may curtail or terminate said authority at any time upon after the occurrence and during the continuance of an Event of Default. If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the GrantorBorrower, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor Borrower in the exact form received, duly endorsed by the Grantor Borrower to the Collateral Agent if required, in a special collateral account maintained by the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Lenders only, as hereinafter provided, and, until so turned over, shall be held by the Grantor Borrower in trust for the Agent and the LendersCollateral Agent, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the depositBorrower. All Proceeds constituting collections of Accounts while held by the Collateral Agent (or by the Grantor Borrower in trust for the Agent and the LendersCollateral Agent) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon thereto by the Grantor and the Collateral Agent, or, if or by the Borrower with the Collateral Agent’s consent. If an Event of Default shall have occurred and be continuing, at any time at the Collateral Agent's ’s election, the Collateral Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Collateral Agent may elect, and any part of such funds which the Collateral Agent elects not so to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Collateral Agent to the Grantor Borrower or to whomsoever may be lawfully be entitled to receive the same. Upon At the occurrence of an Event of Default that is continuing, at the Collateral Agent's ’s request, the Grantor Borrower shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accountsaccounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent hereby authorizes the Grantor to collect the Accounts and the Agent may curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Default. If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor in the exact form received, duly endorsed indorsed by the Grantor to the Collateral Agent if required, in a special collateral account maintained by the Collateral Agent, subject to withdrawal by the Agent for the account of the Lenders only, as hereinafter provided, and, until so turned over, shall be held by the Grantor in trust for the Agent and the LendersCollateral Agent, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Collateral Agent (or by the Grantor in trust for the Agent and the LendersCollateral Agent) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by any time after the Grantor occurrence and during the Agent, or, if continuance of an Event of Default shall have occurred and be continuingDefault, at any time at the Collateral Agent's election, the Collateral Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Collateral Agent may elect, and any part of such funds which the Collateral Agent elects not so to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Collateral Agent to the Grantor or to whomsoever may be lawfully be entitled to receive the same. Upon After the occurrence and during the continuance of an Event of Default that is continuingDefault, at the Collateral Agent's request, the Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Administrative Agent hereby authorizes the Grantor Borrower to collect the Accounts and Accounts; PROVIDED that the Administrative Agent may curtail or terminate said authority at any time upon after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the GrantorBorrower, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor Borrower in the exact form received, duly endorsed by the Grantor Borrower to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only, as hereinafter provided, and, until so turned over, shall be held by the Grantor Borrower in trust for the Administrative Agent and the Lenders, segregated from other funds of the GrantorBorrower. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Administrative Agent (or by the Grantor Borrower in trust for the Administrative Agent and the Lenders) shall continue to be collateral security for all the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the obligations shall be paid over from time to time by the Administrative Agent to the Grantor Borrower or to whomsoever may lawfully be entitled to receive the samesame (it being understood that (i) prior to any Event of Default that is continuing, the Borrower shall be permitted to use such funds in the operation of its business in a manner consistent with the terms of the Credit Agreement and (ii) within fifteen days after the occurrence of any Event of Default, the Administrative Agent shall, in its sole discretion, either apply such funds in payment of the Obligations in such order as the Administrative Agent may elect or permit the Borrower to use such funds in the operation of its business). Upon the occurrence of an Event of Default that is continuing, at the Administrative Agent's request, the Grantor Borrower shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent Subject to the further provisions of this Section 3(d), the Lender hereby authorizes the Grantor Debtors to collect the Accounts and from the Agent may curtail or terminate said authority at any time upon account debtors. Prior to the occurrence and during the continuance of an Event of Default. If required by the Agent at any time after the occurrence and during the continuance of an Event of Default, any payments the Proceeds of Accounts, when Accounts so collected by the Grantor, Debtors shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor in the exact form received, duly endorsed by the Grantor to the Agent if required, in a special collateral account maintained by the Agent, subject to withdrawal by the Agent for the account of the Lenders only, as hereinafter provided, and, until so turned over, shall be received and held by the Grantor Debtors in trust for the Agent and Lender but may be applied by the Lenders, segregated from other funds Debtors in their discretion towards payment of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Agent (Obligations or by the Grantor in trust for the Agent and the Lenders) shall continue to be collateral security for all the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Agent's election, the Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Agent may elect, and any part of such funds which the Agent elects not so to apply and deems not required as collateral security for the obligations shall be paid over from time to time by the Agent to the Grantor or to whomsoever may lawfully be entitled to receive the sameother corporate purposes. Upon the occurrence of an Event of Default that is continuingwhich has not been waived by or cured to the satisfaction of the Lender and subject to the direction of the Lender, (i) the authority hereby given to the Debtors to collect the Proceeds of Accounts may be terminated by the Lender at the Agent's requestany time and after being notified of such termination, the Grantor Debtors shall deliver to the Agent Lender on the date of receipt thereof by the Debtors all original Proceeds in the form of cash, checks, drafts, notes and other documents evidencingremittances received in payment of or on account of the Debtors’ Accounts; (ii) following receipt by the Lender any such Proceeds shall be deposited in a special bank account (the “Cash Collateral Account”) of the Debtors maintained at a commercial bank chosen by the Lender over which the Lender alone shall have power of withdrawal; (iii) all Proceeds other than cash shall be deposited in precisely the form in which received, except for the addition thereto of the endorsement of the Debtors when necessary to permit collection of the items, which endorsement the Debtors agree to make; and relating to, (iv) the agreements Debtors will not commingle any such Proceeds with any of the Debtors’ other funds or property but will hold them separate and transactions which gave rise to apart from any other funds or property and upon an express trust for the Accounts, including, without limitation, all original orders, invoices and shipping receiptsLender until deposit thereof is made in the Cash Collateral Account.

Collections on Accounts. The Collateral Agent hereby authorizes the Grantor Borrower to collect the Accounts Accounts, and the Collateral Agent may curtail or terminate said authority at any time upon after the occurrence and during the continuance of an Event of Default. If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the GrantorBorrower, shall be forthwith (and, in any event, within two Domestic Business Days) deposited by the Grantor Borrower in the exact form received, duly endorsed indorsed by the Grantor Borrower to the Collateral Agent if required, in a special collateral account maintained by the AgentCollateral Agent at its offices or at the offices of any Lender, subject to withdrawal by the Collateral Agent for the account of the Lenders Secured Parties only, as hereinafter provided, and, until so turned over, shall be held by the Grantor Borrower in trust for the Agent and the LendersSecured Parties, segregated from other funds of the GrantorBorrower. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Collateral Agent (or by the Grantor Borrower in trust for the Agent and the LendersSecured Parties) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor Borrower and the Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Collateral Agent's election, the Collateral Agent shall cause the Administrative Agent to apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as is required by Section 9.2 of the Agent may electCredit Agreement, and any part of such funds which the Collateral Agent elects not to have the Administrative Agent so to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Collateral Agent to the Grantor Borrower or to whomsoever may be lawfully be entitled to receive the same. Upon At the occurrence of Collateral Agent's request at any time when an Event of Default that is shall have occurred and be continuing, at the Agent's request, the Grantor Borrower shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. (i) The Agent hereby authorizes the Grantor is authorized to collect the Accounts to which such Grantor is a party, subject to the Controlling Collateral Agent's direction and control, and the Controlling Collateral Agent may curtail or terminate said authority at any time upon the occurrence and during the continuance after a Notice of an Actionable Event has been given and remains outstanding and may direct that payments on the Accounts be made directly to the Controlling Collateral Agent in accordance with the provisions of DefaultSection 8(a) hereof. If required by the Controlling Collateral Agent at any time after the occurrence and during the continuance a Notice of an Actionable Event of Defaulthas been given and remains outstanding, any payments of Accounts, when collected by the a Grantor, (A) shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly endorsed indorsed by the such Grantor to the Agent Controlling Collateral Agent, if required, in a special collateral account maintained by the AgentCollateral Account, subject to withdrawal by the Controlling Collateral Agent for the account of the Lenders onlyonly as provided in subsection 8 (c), as hereinafter provided, and, and (B) until so turned over, shall be held by the such Grantor in trust for the Controlling Collateral Agent and the Lendersother holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), segregated from other funds of the such Grantor. . (ii) Each such deposit of any such Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by . (iii) At the Agent (or by the Grantor in trust for the Agent and the Lenders) shall continue to be collateral security for all the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Controlling Collateral Agent, or, if an Event of Default shall have occurred and be continuing, 's request at any time at the Agent's election, the Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Agent may elect, and any part of such funds which the Agent elects not so to apply and deems not required as collateral security for the obligations shall be paid over from time to time by the Agent to the Grantor or to whomsoever may lawfully be entitled to receive the same. Upon the occurrence when a Notice of an Actionable Event of Default that is continuinghas been given and remains outstanding, at the Agent's request, the each Grantor shall deliver to the Controlling Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the AccountsAccounts to which such Grantor is a party, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent Lender hereby authorizes the Grantor Borrower to collect the Accounts Accounts, and the Agent Lender may curtail or terminate said authority at any time upon after the occurrence and during the continuance of an Event of Default. If required by the Agent Lender at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the GrantorBorrower, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor Borrower in the exact form received, duly endorsed by the Grantor Borrower to the Agent Lender if required, in a special collateral account maintained by the AgentLender, subject to withdrawal by the Agent for the account of the Lenders Lender only, as hereinafter provided, and, until so turned over, shall be held by the Grantor Borrower in trust for the Agent and the LendersLender, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the depositBorrower. All Proceeds constituting collections of Accounts while held by the Agent Lender (or by the Grantor Borrower in trust for the Agent and the LendersLender) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon thereto by the Grantor and Lender, or by the Agent, or, if Borrower with the Lender’s consent. If an Event of Default shall have occurred and be continuing, at any time at the Agent's Lender’s election, the Agent Lender shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Agent Lender may elect, and any part of such funds which the Agent Lender elects not so to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Agent Lender to the Grantor Borrower or to whomsoever may be lawfully be entitled to receive the same. Upon At the occurrence of an Event of Default that is continuing, at the Agent's Lender’s request, the Grantor Borrower shall deliver to the Agent Lender all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accountsaccounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent Lender hereby authorizes the Grantor Borrower to collect the Accounts Accounts, and the Agent Lender may curtail or terminate said authority at any time upon after the occurrence and during the continuance of an Event of Default. If required by the Agent Lender at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the GrantorBorrower, shall be forthwith (and, in any event, within two Business Daysbusiness days) deposited by the Grantor Borrower in the exact form received, duly endorsed by the Grantor Borrower to the Agent Lender if required, in a special collateral account maintained by the AgentLender, subject to withdrawal by the Agent for the account of the Lenders Lender only, as hereinafter provided, and, until so turned over, shall be held by the Grantor Borrower in trust for the Agent and the LendersLender, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the depositBorrower. All Proceeds constituting collections of Accounts while held by the Agent Lender (or by the Grantor Borrower in trust for the Agent and the LendersLender) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon thereto by the Grantor and Lender, or by the Agent, or, if Borrower with the Lender's consent. If an Event of Default shall have occurred and be continuing, at any time at the AgentLender's election, the Agent Lender shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Agent Lender may elect, and any part of such funds which the Agent Lender elects not so to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Agent Lender to the Grantor Borrower or to whomsoever may be lawfully be entitled to receive the same. Upon At the occurrence of an Event of Default that is continuing, at the AgentLender's request, the Grantor Borrower shall deliver to the Agent Lender all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accountsaccounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent hereby authorizes the Grantor to collect the Accounts and the Agent may curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Default. If required by the Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor in the exact form received, duly endorsed by the Grantor to the Agent if required, in a special collateral account maintained by the Agent, subject to withdrawal by the Agent for the account of the Lenders only, as hereinafter provided, and, until so turned over, shall be held by the Grantor in trust for the Agent and the Lenders, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Agent (or by the Grantor in trust for the Agent and the Lenders) shall continue to be collateral security for all the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Agent's election, the Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Agent may elect, and any part of such funds which the Agent elects not so to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Agent to the Grantor or to whomsoever may lawfully be entitled to receive the same. Upon the occurrence of an Event of Default that is continuing, at the Agent's request, the Grantor shall deliver to the Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent hereby authorizes the Grantor Debtor to collect the Accounts subject to the Agent's direction and control as set forth in the Credit Agreement, and the Agent may curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Default. If required by the Agent at any time after upon the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the GrantorDebtor, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor Debtor in the exact form received, duly endorsed by the Grantor Debtor to the Agent if required, in a special collateral account maintained by the Agent, subject to withdrawal by the Agent for the account of the Lenders only, as hereinafter provided, and, until so turned over, shall be held by the Grantor Debtor in trust for the Agent and the LendersBanks, segregated from other funds of the GrantorDebtor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the 128 5 payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Agent (or by the Grantor Debtor in trust for the Agent and the LendersBanks) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Agent, or, if If an Event of Default shall have occurred and be continuing, at any time at the Agent's election, the Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as accordance with the Agent may electCredit Agreement, and any part of such funds which the Agent elects not so to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Agent to the Grantor Debtor or to whomsoever may be lawfully be entitled to receive the same. Upon At the occurrence Agent's request during the continuance of an Event of Default that is continuing, at the Agent's requestDefault, the Grantor Debtor shall deliver to the Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent Secured Party hereby authorizes the Grantor Debtors to collect the Accounts subject to the Secured Party’s direction and control as set forth in the Credit Agreement, and the Agent Secured Party may curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Default. If required by the Agent at any time after Secured Party upon the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the GrantorDebtors, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor Debtors in the exact form received, duly endorsed by the Grantor Debtors to the Agent Secured Party if required, in a special collateral account maintained by the AgentSecured Party, subject to withdrawal by the Agent for the account of the Lenders Secured Party only, as hereinafter provided, and, until so turned over, shall be held by the Grantor Debtors in trust for the Agent and the LendersSecured Party, segregated from other funds of the GrantorDebtors. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Agent Secured Party (or by the Grantor Debtors in trust for the Agent and the LendersSecured Party) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Agent, or, if If an Event of Default shall have occurred and be continuing, at any time at the Agent's Secured Party’s election, the Agent Secured Party shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as accordance with the Agent may electCredit Agreement, and any part of such funds which the Agent Secured Party elects not so to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Agent Secured Party to the Grantor Debtors or to whomsoever may be lawfully be entitled to receive the same. Upon At the occurrence Secured Party’s request during the continuance of an Event of Default that is continuing, at the Agent's requestDefault, the Grantor Debtors shall deliver to the Agent Secured Party all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent Banks hereby authorizes authorize the Grantor ----------------------- Borrowers to collect the Accounts Accounts, subject to the Banks' direction and control, and the Agent Banks may curtail or terminate said authority at any time upon after the occurrence and during the continuance of an Event of Default. If required by the Agent Banks at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the GrantorBorrowers, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor Borrowers in the exact form received, duly endorsed by the Grantor Borrowers to the Agent Banks if required, in a special collateral account maintained by the AgentBanks, subject to withdrawal by the Agent for the account of the Lenders Banks only, as hereinafter provided, and, until so turned over, shall be held by the Grantor Borrower in trust for the Agent and the LendersBanks, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the depositBorrowers. All Proceeds constituting collections of Accounts while held by the Agent Banks (or by the Grantor Borrowers in trust for the Agent and the LendersBanks) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor Borrowers and the AgentBanks, or, if an Event of Default shall have occurred and be continuing, at any time at the Agent's Banks' election, the Agent Banks shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Agent Banks may elect, and any part of such funds which the Agent elects Banks elect not so to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Agent Banks to the Grantor Borrowers or to whomsoever may be lawfully be entitled to receive the same. Upon At the occurrence of an Event of Default that is continuing, at the Agent's Banks' request, the Grantor Borrower shall deliver to the Agent Banks all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accountsaccounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Administrative Agent hereby authorizes the Grantor to collect the Accounts and Accounts; PROVIDED that the Administrative Agent may curtail or terminate said authority at any time upon after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor in the exact form received, duly endorsed by the Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only, as hereinafter provided, and, until so turned over, shall be held by the Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Administrative Agent (or by the Grantor in trust for the Administrative Agent and the Lenders) shall continue to be collateral security for all the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the obligations shall be paid over from time to time by the Administrative Agent to the Grantor or to whomsoever may lawfully be entitled to receive the samesame (it being understood that (i) prior to any Event of Default that is continuing, the Grantor shall be permitted to use such funds in the operation of its business in a manner consistent with the terms of the Credit Agreement and (ii) within fifteen days after the occurrence of any Event of Default, the Administrative Agent shall, in its sole discretion, either apply such funds in payment of the Guarantee Obligations in such order as the Administrative Agent may elect or permit the Grantor to use such funds in the operation of its business). Upon the occurrence of an Event of Default that is continuing, at the Administrative Agent's request, the Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Administrative Agent hereby authorizes the Grantor to collect the Accounts and Accounts; PROVIDED that the Administrative Agent may curtail or terminate said authority at any time upon after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor in the exact form received, duly endorsed by the Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only, as hereinafter provided, and, until so turned over, shall be held by the Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Administrative Agent (or by the Grantor in trust for the Administrative Agent and the Lenders) shall continue to be collateral security for all the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the obligations shall be paid over from time to time by the Administrative Agent to the Grantor or to whomsoever may lawfully be entitled to receive the samesame (it being understood that (i) prior to any Event of Default that is continuing, the Grantor shall be permitted to use such funds in the operation of its business in a manner consistent with the terms of the Credit Agreement and (ii) within fifteen days after the occurrence of any Event of Default, the Administrative Agent shall, in its sole discretion, either apply such funds in payment of the Obligations in such order as the Administrative Agent may elect or permit the Grantor to use such funds in the operation of its business). Upon the occurrence of an Event of Default that is continuing, at the Administrative Agent's request, the Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent hereby authorizes the Grantor to collect the Accounts and the Agent may curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of when an Event of DefaultDefault has occurred and is continuing, any payments of Accounts, when collected by the GrantorBorrower, shall be forthwith (and, in any event, within two Business Days) deposited Days of receipt by the Grantor in the exact form received, duly endorsed Borrower) transferred by the Grantor Borrower to the Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal disposition by the Administrative Agent for the account of the Lenders only, as hereinafter provided, and, until . Until so turned over, all such payments shall be held by the Grantor Borrower in trust for the benefit of the Administrative Agent and the Lenders, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the depositBorrower. All Proceeds constituting collections of Accounts while held by the Administrative Agent (or by the Grantor Borrower in trust for the Agent benefit of the Administrative Agent, the Other Representatives and the Lenders) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Agent, or, if any time when an Event of Default shall have has occurred and be is continuing, at any time at the Administrative Agent's election, the Administrative Agent shall apply hold all or any part of the such funds on deposit in said special collateral account on account of the Guarantee Obligations in (whether matured or unmatured) and may apply such order as funds to the Agent may electobligations then due and owing, and any part of such funds which the Administrative Agent elects does not so to apply and deems not required as collateral security for the obligations shall be paid over from time to time by the Administrative Agent to the Grantor Borrower or to whomsoever may be lawfully be entitled to receive the same. Upon the occurrence of At any time when an Event of Default that has occurred and is continuing, at the Administrative Agent's request, the Grantor Borrower shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receiptsstatements relating to the Accounts.

Collections on Accounts. The Agent Subject to the further provisions of this Section 3(d), the Lender hereby authorizes the Grantor Debtors to collect the Accounts and from the Agent may curtail or terminate said authority at any time upon account debtors. Prior to the occurrence and during the continuance of an Event of Default. If required by the Agent at any time after the occurrence and during the continuance of an Event of Default, any payments the Proceeds of Accounts, when Accounts so collected by the Grantor, Debtors shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor in the exact form received, duly endorsed by the Grantor to the Agent if required, in a special collateral account maintained by the Agent, subject to withdrawal by the Agent for the account of the Lenders only, as hereinafter provided, and, until so turned over, shall be received and held by the Grantor Debtors in trust for the Agent and Lender but may be applied by the Lenders, segregated from other funds Debtors in their discretion towards payment of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Agent (Obligations or by the Grantor in trust for the Agent and the Lenders) shall continue to be collateral security for all the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Agent's election, the Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Agent may elect, and any part of such funds which the Agent elects not so to apply and deems not required as collateral security for the obligations shall be paid over from time to time by the Agent to the Grantor or to whomsoever may lawfully be entitled to receive the sameother corporate purposes. Upon the occurrence of an Event of Default that is continuingwhich has not been waived by or cured to the satisfaction of the Lender and subject to the direction of the Lender, (i) the authority hereby given to the Debtors to collect the Proceeds of Accounts may be terminated by the Lender at the Agent's requestany time and after being notified of such termination, the Grantor Debtors shall deliver to the Agent Lender on the date of receipt thereof by the Debtors all original Proceeds in the form of cash, checks, drafts, notes and other documents evidencingremittances received in payment of or on account of the Debtors' Accounts; (ii) following receipt by the Lender any such Proceeds shall be deposited in a special bank account (the "Cash Collateral Account") of the Debtors maintained at a commercial bank chosen by the Lender over which the Lender alone shall have power of withdrawal; (iii) all Proceeds other than cash shall be deposited in precisely the form in which received, except for the addition thereto of the endorsement of the Debtors when necessary to permit collection of the items, which endorsement the Debtors agree to make; and relating to, (iv) the agreements Debtors will not commingle any such Proceeds with any of the Debtors' other funds or property but will hold them separate and transactions which gave rise to apart from any other funds or property and upon an express trust for the Accounts, including, without limitation, all original orders, invoices and shipping receiptsLender until deposit thereof is made in the Cash Collateral Account.

Collections on Accounts. The Agent hereby authorizes the Grantor Borrower to collect the Accounts and the Agent may curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Default. If required by the Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the GrantorBorrower, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor Borrower in the exact form received, duly endorsed by the Grantor Borrower to the Agent if required, in a special collateral account maintained by the Agent, subject to withdrawal by the Agent for the account of the Lenders only, as hereinafter provided, and, until so turned over, shall be held by the Grantor Borrower in trust for the Agent and the Lenders, segregated from other funds of the GrantorBorrower. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Agent (or by the Grantor Borrower in trust for the Agent and the Lenders) shall continue to be collateral security for all the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor Borrower and the Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Agent's election, the Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Agent may elect, and any part of such funds which the Agent elects not so to apply and deems not required as collateral security for the obligations shall be paid over from time to time by the Agent to the Grantor Borrower or to whomsoever may lawfully be entitled to receive the same. Upon the occurrence of an Event of Default that is continuing, at the Agent's request, the Grantor Borrower shall deliver to the Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent Purchasers hereby authorizes authorize the Grantor Company to collect the Accounts Accounts, and the Agent Purchasers may curtail or terminate said authority at any time upon after the occurrence and during the continuance of an Event of DefaultDefault upon written notice from the Purchaser Representative to the Company. If required by the Agent Purchaser Representative at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the GrantorCompany, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor Company in the exact form received, duly endorsed by the Grantor Company to the Agent Purchaser Representative if required, in a special collateral account maintained by the AgentPurchaser Representative, subject to withdrawal by the Agent for the account of the Lenders Purchaser Representative only, as hereinafter provided, and, until so turned over, shall be held by the Grantor Company in trust for the Agent and the LendersPurchaser Representative, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the depositCompany. All Proceeds constituting collections of Accounts while deposited into the special collateral account maintained by the Purchaser Representative (or held by the Agent (or by the Grantor Company in trust for the Agent and the LendersPurchasers) shall continue to be collateral security for all of the Guarantee Obligations while so held and shall promptly applied to the Obligations if held by the Purchaser Representative. Proceeds so deposited shall not constitute payment thereof of the Obligations until applied as hereinafter provided. At such intervals as may be agreed upon thereto by the Grantor and Purchaser Representative, or by the Agent, or, if Company with the Purchaser Representative’s consent. If an Event of Default shall have occurred and be continuing, at any time at the Agent's election, the Agent Purchaser Representative shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Agent Purchaser Representative may elect, and any part of such funds which the Agent Purchaser Representative elects not so to apply and deems not required as collateral security for the obligations shall be paid over from time to time by the Agent Purchaser Representative to the Grantor Company or to whomsoever may be lawfully be entitled to receive the same. Upon After and during the occurrence continuance of an Event of Default that is continuingDefault, and at the Agent's Purchaser Representative’s request, the Grantor Company shall deliver to the Agent Purchaser Representative all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accountsaccounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent hereby authorizes the Grantor to collect the Accounts and the Agent may curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Default. If required by the Agent at any time after the occurrence and during the continuance of when an Event of DefaultDefault has occurred and is continuing, any payments of AccountsAccounts then owned by the Grantor, when collected by the Grantor, shall be forthwith (and, in any event, within two Business DaysDays of receipt by the Grantor) deposited or otherwise transferred by the Grantor in the exact form received, duly endorsed by the Grantor or to the Agent if required, in a special collateral account Concentration Account maintained by the Agent, subject to withdrawal by the Agent for the account of the Lenders only, as hereinafter provided, and, until . Until so turned over, all such payments shall be held by the Grantor in trust for the benefit of the Agent and the Lenders, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Agent (or by the Grantor in trust for the benefit of the Agent and the Lenders) shall continue to be collateral security for all of the Guarantee Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Agent, or, if any time when an Event of Default shall have has occurred and be is continuing, at any time at the Agent's election, the Agent shall apply hold all or any part of the funds on deposit in said special collateral account the Concentration Account on account of the Guarantee Secured Obligations in (whether matured or unmatured) and may apply such order as funds from time to time to the Agent may electSecured Obligations then due and owing, and any part of such funds which the Agent elects does not so to apply and deems not required as collateral security for the obligations shall be paid over from time to time by the Agent to the Grantor or to whomsoever may be lawfully be entitled to receive the same. Upon the occurrence of At any time when an Event of Default that has occurred and is continuing, at the Agent's request, the Grantor shall deliver to the Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the AccountsAccounts then owned by the Grantor, including, without limitation, all original orders, invoices and shipping receiptsstatements relating to such Accounts.

Collections on Accounts. The Administrative Agent hereby authorizes the each Grantor to collect the Accounts Accounts, subject to the Administrative Agent's direction and control, and the Administrative Agent may curtail or terminate said authority at any time upon after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of when an Event of DefaultDefault shall have occurred and be continuing, any payments of Accounts, when collected by the a Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly endorsed by the such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders and the Issuing Lender only, as hereinafter provided, and, until so turned over, shall be held by the such Grantor in trust for the Agent Administrative Agent, the Lenders and the LendersIssuing Lender, segregated from other funds of the GrantorGrantors. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Administrative Agent (or by the Grantor Grantors in trust for the Agent Administrative Agent, the Lenders and the LendersIssuing Lender) shall continue to be collateral security for all of the Guarantee Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor Grantors and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account Collateral Account on account of the Guarantee Secured Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the obligations Secured Obligations shall be paid over from time to time by the Administrative Agent to the Grantor Grantors or to whomsoever may be lawfully be entitled to receive the same. Upon At the occurrence of an Event of Default that is continuing, at the Administrative Agent's request, the Grantor Grantors shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Administrative Agent hereby authorizes the Grantor Company to collect the Accounts and Accounts, provided, that the Administrative Agent may curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Default. If required by the Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault shall have occurred and be continuing, any payments of Accounts, when collected by the GrantorCompany, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor Company in the exact form received, duly endorsed by the Grantor Company to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the Lenders only, as hereinafter provided, and, until so turned over, shall be held by the Grantor Company in trust for the Administrative Agent and the Lenders, segregated from other funds of the GrantorCompany. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Administrative Agent (or by the Grantor Company in trust for the Administrative Agent and the Lenders) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Administrative Agent to the Grantor Company or to whomsoever may be lawfully be entitled to receive the same. Upon At the occurrence of an Event of Default that is continuing, at the Administrative Agent's reasonable request, the Grantor Company shall deliver to to, or make available for review by, the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent Lender hereby authorizes the Grantor each Assignor to collect the Accounts owned by such Assignor, subject to, during the continuation of an Event of Default, Lender's direction and control, and Lender may during the Agent may continuation of an Event of Default curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Defaulttime. If required by the Agent Lender at any time after the occurrence and during the continuance continuation of an Event of Default, any payments of such Accounts, when collected by the Grantorsuch Assignor, shall be forthwith (and, in any event, within two Business Daysbusiness days) deposited by the Grantor such Assignor in the exact form received, duly endorsed indorsed by the Grantor such Assignor to the Agent Lender if required, in a special collateral account maintained by the AgentLender, subject to withdrawal by the Agent for the account of the Lenders Lender only, as hereinafter provided, and, until so turned over, shall be held by the Grantor such Assignor in trust for the Agent and the LendersLender, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the depositAssignor. All Proceeds constituting collections of Accounts while held by the Agent Lender (or by the Grantor such Assignor in trust for the Agent and the LendersLender) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Agent, or, if If an Event of Default shall have occurred and be continuing, at any time at the AgentLender's election, the Agent Lender shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Agent Lender may elect, and any part of such funds which the Agent Lender elects not so to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Agent Lender to the Grantor such Assignor or to whomsoever may be lawfully be entitled to receive the same. Upon the occurrence of If an Event of Default that is shall have occurred and be continuing, at the AgentLender's request, the Grantor each Assignor shall deliver to the Agent Lender all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the such Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent Secured Party hereby authorizes the Grantor Debtor to collect the Accounts subject to the Secured Party’s direction and control as set forth in the Credit Agreement, and the Agent Secured Party may curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Default. If required by the Agent at any time after Secured Party upon the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the GrantorDebtor, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor Debtor in the exact form received, duly endorsed by the Grantor Debtor to the Agent Secured Party if required, in a special collateral account maintained by the AgentSecured Party, subject to withdrawal by the Agent for the account of the Lenders Secured Party only, as hereinafter provided, and, until so turned over, shall be held by the Grantor Debtor in trust for the Agent and the LendersSecured Party, segregated from other funds of the GrantorDebtor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Agent Secured Party (or by the Grantor Debtor in trust for the Agent and the LendersSecured Party) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Agent, or, if If an Event of Default shall have occurred and be continuing, at any time at the Agent's Secured Party’s election, the Agent Secured Party shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as accordance with the Agent may electCredit Agreement, and any part of such funds which the Agent Secured Party elects not so to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Agent Secured Party to the Grantor Debtor or to whomsoever may be lawfully be entitled to receive the same. Upon At the occurrence Secured Party’s request during the continuance of an Event of Default that is continuing, at the Agent's requestDefault, the Grantor Debtor shall deliver to the Agent Secured Party all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent hereby authorizes the Grantor Debtor to collect the Accounts subject to the Agent's direction and control as set forth in the Credit Agreement, and the Agent may curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Default. If required by the Agent at any time after upon the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the GrantorDebtor, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor Debtor in the exact form received, duly endorsed by the Grantor Debtor to the Agent if required, in a special collateral account maintained by the Agent, subject to withdrawal by the Agent for the account of the Lenders only, as hereinafter provided, and, until so turned over, shall be held by the Grantor Debtor in trust for the Agent and the LendersBanks, segregated from other funds of the GrantorDebtor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Agent (or by the Grantor Debtor in trust for the Agent and the LendersBanks) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Agent, or, if If an Event of Default shall have occurred and be continuing, at any time at the Agent's election, the Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as accordance with the Agent may electCredit Agreement, and any part of such funds which the Agent elects not so to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Agent to the Grantor Debtor or to whomsoever may be lawfully be entitled to receive the same. Upon At the occurrence Agent's request during the continuance of an Event of Default that is continuing, at the Agent's requestDefault, the Grantor Debtor shall deliver to the Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent Subject to the further provisions of this Section 3(d), the Bank hereby authorizes the Grantor Debtors to collect the Accounts and from the Agent may curtail or terminate said authority at any time upon account debtors. Prior to the occurrence and during the continuance of an Event of Default. If required by the Agent at any time after the occurrence and during the continuance of an Event of Default, any payments the Proceeds of Accounts, when Accounts so collected by the Grantor, Debtors shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor in the exact form received, duly endorsed by the Grantor to the Agent if required, in a special collateral account maintained by the Agent, subject to withdrawal by the Agent for the account of the Lenders only, as hereinafter provided, and, until so turned over, shall be received and held by the Grantor Debtors in trust for the Agent and Bank but may be applied by the Lenders, segregated from other funds Debtors in their discretion towards payment of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Agent (Obligations or by the Grantor in trust for the Agent and the Lenders) shall continue to be collateral security for all the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Agent's election, the Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Agent may elect, and any part of such funds which the Agent elects not so to apply and deems not required as collateral security for the obligations shall be paid over from time to time by the Agent to the Grantor or to whomsoever may lawfully be entitled to receive the sameother corporate purposes. Upon the occurrence of an Event of Default that is continuingwhich has not been waived by or cured to the satisfaction of the Bank and subject to the direction of the Bank, (i) the authority hereby given to the Debtors to collect the Proceeds of Accounts may be terminated by the Bank at the Agent's requestany time and after being notified of such termination, the Grantor Debtors shall deliver to the Agent Bank on the date of receipt thereof by the Debtors all original Proceeds in the form of cash, checks, drafts, notes and other documents evidencingremittances received in payment of or on account of the Debtors' Accounts; (ii) following receipt by the Bank any such Proceeds shall be deposited in a special bank account (the "Cash Collateral Account") of the Debtors maintained with the Bank over which the Bank alone shall have power of withdrawal; (iii) all Proceeds other than cash shall be deposited in precisely the form in which received, except for the addition thereto of the endorsement of the Debtors when necessary to permit collection of the items, which endorsement the Debtors agree to make; and relating to, (iv) the agreements Debtors will not commingle any such Proceeds with any of the Debtors' other funds or property but will hold them separate and transactions which gave rise to apart from any other funds or property and upon an express trust for the Accounts, including, without limitation, all original orders, invoices and shipping receiptsBank until deposit thereof is made in the Cash Collateral Account.

Collections on Accounts. The Administrative Agent hereby authorizes the Grantor to collect the Accounts and Accounts; PROVIDED that the Administrative Agent may curtail or terminate said authority at any time upon after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor in the exact form received, duly endorsed by the Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only, as hereinafter provided, and, until so turned over, shall be held by the Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Administrative Agent (or by the Grantor in trust for the Administrative Agent and the Lenders) shall continue to be collateral security for all the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the obligations shall be paid over from time to time by the Administrative Agent to the Grantor or to whomsoever may lawfully be entitled to receive the samesame (it being understood that (i) prior to any Event of Default that is continuing, the Grantor shall be permitted to use such funds in the operation of its business in a manner consistent with the terms of the Credit Agreement and (ii) within fifteen days after the occurrence of any Event of Default, the Administrative Agent shall, in its sole discretion, either apply such funds in payment of the Obligations in such order as the Administrative Agent may elect or permit the Grantor to use such funds in the operation of its business). Upon the occurrence of an Event of Default that is continuing, at the Administrative Agent's request, the Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent hereby authorizes the Grantor Debtors to collect the Accounts Accounts, subject to the Agent's direction and control, from the Agent may curtail or terminate said authority at any time upon account debtors. Prior to the occurrence and during the continuance of an Event of Default. If required by the Agent at any time after the occurrence and during the continuance of an Event of Default, any payments the Proceeds of Accounts, when Accounts so collected by the Grantor, Debtors shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor in the exact form received, duly endorsed by the Grantor to the Agent if required, in a special collateral account maintained by the Agent, subject to withdrawal by the Agent for the account of the Lenders only, as hereinafter provided, and, until so turned over, shall be received and held by the Grantor Debtors in trust for the Agent and the Lenders, segregated from other funds Banks but may be applied by the Debtors in their discretion towards payment of the GrantorObligations or other corporate purposes. Each deposit Upon occurrence of any such an Event of Default, the authority hereby given to the Debtors to collect the Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Agent (or by the Grantor in trust for the Agent and the Lenders) shall continue to be collateral security for all the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as Banks may be agreed upon terminated by the Grantor and the Agent, or, if an Event of Default shall have occurred and be continuing, Agent at any time at and the Agent's election, the Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Agent may elect, and any part of such funds which the Agent elects not so to apply and deems not required as collateral security for the obligations shall be paid over from time to time by the Agent to the Grantor or to whomsoever may lawfully be entitled to receive the same. Upon the occurrence of an Event of Default that is continuing, at the Agent's request, the Grantor Debtors shall deliver to the Agent on the date of receipt thereof by the Debtors all original Proceeds in the form of cash, checks, drafts, notes and other documents evidencingremittances received in payment of or on account of any Debtor's Accounts. Following receipt by the Agent such Proceeds shall be deposited in a special bank account (the "Cash Collateral Account") maintained with the Agent over which the Agent alone shall have power of withdrawal. All Proceeds other than cash shall be deposited in precisely the form in which received, except for the addition thereto of the endorsement of the Debtors when necessary to permit collection of the items, which endorsement the Debtors agree to make. The Debtors will not commingle any such Proceeds with any of the Debtor's other funds or property but will hold them separate and relating to, apart from any other funds or property and upon an express trust for the agreements and transactions which gave rise to Agent until deposit thereof is made in the Accounts, including, without limitation, all original orders, invoices and shipping receiptsCash Collateral Account.

Collections on Accounts. The Administrative Agent hereby authorizes the Grantor each Loan Party to collect the Accounts Accounts, subject to the Administrative Agent's direction and control, and the Administrative Agent may curtail or terminate said authority at any time upon after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of when an Event of DefaultDefault shall have occurred and be continuing, any payments of Accounts, when collected by the Grantoreach Loan Party, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor Borrower in the exact form received, duly endorsed by the Grantor such Loan Party to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders and the Issuing Lender only, as hereinafter provided, and, until so turned over, shall be held by the Grantor such Loan Party in trust for the Agent Administrative Agent, the Lenders and the LendersIssuing Lender, in an account segregated from other funds of such Loan Party (the Grantor"Collateral Account"). Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Administrative Agent (or by the Grantor Loan Parties in trust for the Agent Administrative Agent, the Lenders and the LendersIssuing Lender) shall continue to be collateral security for all of the Guarantee Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor Loan Parties and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account Collateral Account on account of the Guarantee Secured Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the obligations Secured Obligations shall be paid over from time to time by the Administrative Agent to the Grantor Loan Party or to whomsoever may be lawfully be entitled to receive the same. Upon At the occurrence of an Event of Default that is continuing, at the Administrative Agent's request, the Grantor Loan Parties shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent Secured Party hereby authorizes the Grantor Debtor to collect the Accounts subject to the Secured Party’s direction and control, and the Agent Secured Party may curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Default. If required by the Agent at any time after Secured Party upon the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the GrantorDebtor, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor Debtor in the exact form received, duly endorsed by the Grantor Debtor to the Agent Secured Party if required, in a special collateral account maintained by the AgentSecured Party, subject to withdrawal by the Agent for the account of the Lenders Secured Party only, as hereinafter provided, and, until so turned over, shall be held by the Grantor Debtor in trust for the Agent and the LendersSecured Party, segregated from other funds of the GrantorDebtor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Agent Secured Party (or by the Grantor Debtor in trust for the Agent and the LendersSecured Party) shall continue to be collateral security for all of the Guarantee Obligations and the Guaranty Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Agent, or, if If an Event of Default shall have occurred and be continuing, at any time at the Agent's Secured Party’s election, the Agent Secured Party shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as and the Agent may electGuaranty Obligations, and any part of such funds which the Agent Secured Party elects not so to apply and deems not required as collateral security for the obligations Obligations and the Guaranty Obligations shall be paid over from time to time by the Agent Secured Party to the Grantor Debtor or to whomsoever may be lawfully be entitled to receive the same. Upon At the occurrence Secured Party’s request during the continuance of an Event of Default that is continuing, at the Agent's requestDefault, the Grantor Debtor shall deliver to the Agent Secured Party all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent hereby authorizes Unless a Majority of Lenders requests otherwise, all Debtors on the Grantor Collateral shall be notified that all payments be directed to collect a lock box with Provident or such other account as designated by a Majority of Lenders. All collections on the Accounts and the Agent may curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Default. If required made by the Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the GrantorBorrower or Guarantor, shall be forthwith (and, in any event, within two Business Days) deposited by deemed the Grantor in the exact form received, duly endorsed by the Grantor to the Agent if required, in a special collateral account maintained by the Agent, subject to withdrawal by the Agent for the account property of the Lenders only, as hereinafter provided, and, until so turned overLenders, shall be held by the Grantor in trust for the Agent and the Lenders, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Agent (or by the Grantor in trust for the Agent and the Lenders) shall continue to be collateral security for all the Guarantee Obligations Lenders and shall not constitute payment thereof until applied be commingled with the Borrower's or Guarantor's other funds or be deposited in any bank account of the Borrower or Guarantor, as hereinafter providedthe case may be, used in any manner except to pay the Obligations. At The Borrower or Guarantor, as the case may be, shall immediately deposit all collections on the Accounts in the Agent Deposit Account, over which Agent for the benefit of Lenders shall have the sole power of withdrawal. On a daily basis, the Agent will apply all or part of the collected balance of the Agent Deposit Account against the Obligations, the amount, order and method of such intervals as may application to be agreed upon by the Grantor and the Agentin accordance with Section 2.11 hereof, or, if an but without any prepayment premium pursuant to Section 2.9. If no Default or Event of Default shall have occurred and be continuing, at any time at the Agent's election, the Agent shall apply all or any part of the funds on deposit collected balance in said special collateral account on account of the Guarantee Obligations in such order as the Agent may elect, and any part of such funds Deposit Account which the Agent elects does not so apply to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Borrower's Disbursement Account to the extent permitted under Section 2.11. The crediting of items deposited in the Agent Deposit Account to the Grantor reduction of the Obligations shall be conditioned upon final payment of the item and if any item is not so paid, the amount of any credit given for it may be charged to the Obligations or to whomsoever may lawfully be entitled to receive any other deposit account of the same. Upon Borrower, whether or not the occurrence of an Event of Default that item is continuing, at the Agent's request, the Grantor shall deliver to the Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receiptsreturned.

Collections on Accounts. (i) The Agent hereby authorizes the Grantor is authorized to collect the Accounts to which the Grantor is a party, subject to the Controlling Collateral Agent's direction and control, and the Controlling Collateral Agent may curtail or terminate said authority at any time upon the occurrence and during the continuance after a Notice of an Actionable Event has been given and remains outstanding and may direct that payments on the Accounts be made directly to the Controlling Collateral Agent in accordance with the provisions of DefaultSection 8(a). If required by the Controlling Collateral Agent at any time after the occurrence and during the continuance a Notice of an Actionable Event of Defaulthas been given and remains outstanding, any payments of Accounts, when collected by the Grantor, (A) shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor in the exact form received, duly endorsed indorsed by the Grantor to the Agent Controlling Collateral Agent, if required, in a special collateral account maintained by the AgentCollateral Account, subject to withdrawal by the Controlling Collateral Agent for the account of the Lenders onlyonly as provided in subsection 8(c), as hereinafter provided, and, and (B) until so turned over, shall be held by the Grantor in trust for the Controlling Collateral Agent and the Lendersother holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), segregated from other funds of the Grantor. . (ii) Each such deposit of any such Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by . (iii) At the Agent (or by the Grantor in trust for the Agent and the Lenders) shall continue to be collateral security for all the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Controlling Collateral Agent, or, if an Event of Default shall have occurred and be continuing, 's request at any time at the Agent's election, the Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Agent may elect, and any part of such funds which the Agent elects not so to apply and deems not required as collateral security for the obligations shall be paid over from time to time by the Agent to the Grantor or to whomsoever may lawfully be entitled to receive the same. Upon the occurrence when a Notice of an Actionable Event of Default that is continuing, at the Agent's requesthas been given and remains outstanding, the Grantor shall deliver to the Controlling Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the AccountsAccounts to which the Grantor is a party, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Administrative Agent hereby authorizes the Grantor each Subsidiary to collect the Accounts Accounts, provided, that subject to the Administrative Agent's direction and control, and the Administrative Agent may curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Default. If required by the Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault shall have occurred and be continuing, any payments of Accounts, when collected by the Grantorsuch Subsidiary, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor such Subsidiary in the exact form received, duly endorsed by the Grantor such Subsidiary to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the Lenders only, as hereinafter provided, and, until so turned over, shall be held by the Grantor such Subsidiary in trust for the Administrative Agent and the Lenders, segregated from other funds of the Grantorsuch Subsidiary. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Administrative Agent (or by the Grantor any Subsidiary in trust for the Administrative Agent and the Lenders) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Administrative Agent to the Grantor such Subsidiary or to whomsoever may be lawfully be entitled to receive the same. Upon At the occurrence of an Event of Default that is continuing, at the Administrative Agent's reasonable request, the Grantor each Subsidiary shall deliver to to, or make available for review by, the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Administrative Agent hereby authorizes the Grantor Holdings to collect the Accounts and Accounts, provided, that the Administrative Agent may curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Default. If required by the Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault shall have occurred and be continuing, any payments of Accounts, when collected by the GrantorHoldings, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor Holdings in the exact form received, duly endorsed by the Grantor Holdings to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the Lenders only, as hereinafter provided, and, until so turned over, shall be held by the Grantor Holdings in trust for the Administrative Agent and the Lenders, segregated from other funds of the GrantorHoldings. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Administrative Agent (or by the Grantor Holdings in trust for the Administrative Agent and the Lenders) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Administrative Agent to the Grantor Holdings or to whomsoever may be lawfully be entitled to receive the same. Upon At the occurrence of an Event of Default that is continuing, at the Administrative Agent's reasonable request, the Grantor Holdings shall deliver to to, or make available for review by, the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Administrative Agent hereby authorizes the Grantor to collect the Accounts and Accounts; PROVIDED that the Administrative Agent may curtail or terminate said authority at any time upon after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor in the exact form received, duly 202 endorsed by the Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only, as hereinafter provided, and, until so turned over, shall be held by the Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Administrative Agent (or by the Grantor in trust for the Administrative Agent and the Lenders) shall continue to be collateral security for all the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the obligations shall be paid over from time to time by the Administrative Agent to the Grantor or to whomsoever may lawfully be entitled to receive the samesame (it being understood that (i) prior to any Event of Default that is continuing, the Grantor shall be permitted to use such funds in the operation of its business in a manner consistent with the terms of the Credit Agreement and (ii) within fifteen days after the occurrence of any Event of Default, the Administrative Agent shall, in its sole discretion, either apply such funds in payment of the Obligations in such order as the Administrative Agent may elect or permit the Grantor to use such funds in the operation of its business). Upon the occurrence of an Event of Default that is continuing, at the Administrative Agent's request, the Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent hereby authorizes the Grantor to collect the Accounts and the Agent may curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent ----------------------- at any time after the occurrence and during the continuance of when an Event of DefaultDefault has occurred and is continuing, any payments of Accounts, when collected by the Grantor, shall be forthwith (and, in any event, within two Business Days) deposited Days of receipt by the Grantor in the exact form received, duly endorsed Grantor) transferred by the Grantor to the Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal disposition by the Administrative Agent for the account of the Lenders only, as hereinafter provided, and, until . Until so turned over, all such payments shall be held by the Grantor in trust for the benefit of the Administrative Agent and the Lenders, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Administrative Agent (or by the Grantor in trust for the Agent benefit of the Administrative Agent, the Other Representatives and the Lenders) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor and the Agent, or, if any time when an Event of Default shall have has occurred and be is continuing, at any time at the Administrative Agent's election, the Administrative Agent shall apply hold all or any part of the such funds on deposit in said special collateral account on account of the Guarantee Obligations in (whether matured or unmatured) and may apply such order as funds to the Agent may electobligations then due and owing, and any part of such funds which the Administrative Agent elects does not so to apply and deems not required as collateral security for the obligations shall be paid over from time to time by the Administrative Agent to the Grantor or to whomsoever may be lawfully be entitled to receive the same. Upon the occurrence of At any time when an Event of Default that has occurred and is continuing, at the Administrative Agent's request, the Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receiptsstatements relating to the Accounts.

Collections on Accounts. The Agent hereby authorizes the Grantor to collect the Accounts and the Agent may curtail or terminate said authority at any time upon the occurrence and during the continuance of an Event of Default. If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly endorsed indorsed by the such Grantor to the Collateral Agent if required, in a special collateral account maintained by the Collateral Agent, subject to withdrawal by the Agent for the account of the Lenders only, as hereinafter provided, and, until so turned over, shall be held by the such Grantor in trust for the Agent and the LendersCollateral Agent, segregated from other funds of the such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Collateral Agent (or by the Grantor in trust for the Agent and the LendersCollateral Agent) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by any time after the Grantor occurrence and during the Agent, or, if continuance of an Event of Default shall have occurred and be continuingDefault, at any time at the Collateral Agent's election, the Collateral Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Collateral Agent may elect, and any part of such funds which the Collateral Agent elects not so to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Collateral Agent to the applicable Grantor or to whomsoever may be lawfully be entitled to receive the same. Upon After the occurrence and during the continuance of an Event of Default that is continuingDefault, at the Collateral Agent's request, the Grantor Grantors shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Administrative Agent hereby authorizes the each Grantor to collect the Accounts Accounts, subject to the Administrative Agent's direction and control, and the Administrative Agent may curtail or terminate said authority at any time upon after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of when an Event of DefaultDefault shall have occurred and be continuing, any payments of Accounts, when collected by the a Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly endorsed by the such Grantor to the Administrative Agent if required, in a special collateral account maintained by the Administrative Agent, subject to withdrawal by the Administrative -173- 181 Agent for the account of the Lenders and the Issuing Lender only, as hereinafter provided, and, until so turned over, shall be held by the such Grantor in trust for the Agent Administrative Agent, the Lenders and the LendersIssuing Lender, segregated from other funds of the GrantorGrantors. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. All Proceeds constituting collections of Accounts while held by the Administrative Agent (or by the Grantor Grantors in trust for the Agent Administrative Agent, the Lenders and the LendersIssuing Lender) shall continue to be collateral security for all of the Guarantee Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor Grantors and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent shall apply all or any part of the funds on deposit in said special collateral account Collateral Account on account of the Guarantee Secured Obligations in such order as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the obligations Secured Obligations shall be paid over from time to time by the Administrative Agent to the Grantor Grantors or to whomsoever may be lawfully be entitled to receive the same. Upon At the occurrence of an Event of Default that is continuing, at the Administrative Agent's request, the Grantor Grantors shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including, without limitation, all original orders, invoices and shipping receipts.

Collections on Accounts. The Agent Banks hereby authorizes authorize the Grantor Borrowers ----------------------- to collect the Accounts Accounts, subject to the Banks' direction and control, and the Agent Banks may curtail or terminate said authority at any time upon after the occurrence and during the continuance of an Event of Default. If required by the Agent Banks at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by the GrantorBorrowers, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor Borrowers in the exact form received, duly endorsed by the Grantor Borrowers to the Agent Banks if required, in a special collateral account maintained by the AgentBanks, subject to withdrawal by the Agent for the account of the Lenders Banks only, as hereinafter provided, and, until so turned over, shall be held by the Grantor Borrowers in trust for the Agent and the LendersBanks, segregated from other funds of the Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the depositBorrowers. All Proceeds constituting collections of Accounts while held by the Agent Banks (or by the Grantor Borrowers in trust for the Agent and the LendersBanks) shall continue to be collateral security for all of the Guarantee Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by the Grantor Borrowers and the AgentBanks, or, if an Event of Default shall have occurred and be continuing, at any time at the Agent's Banks' election, the Agent Banks shall apply all or any part of the funds on deposit in said special collateral account on account of the Guarantee Obligations in such order as the Agent Banks may elect, and any part of such funds which the Agent elects Banks elect not so to apply and deems not required as collateral security for the obligations Obligations shall be paid over from time to time by the Agent Banks to the Grantor Borrowers or to whomsoever may be lawfully be entitled to receive the same. Upon At the occurrence of an Event of Default that is continuing, at the Agent's Banks' request, the Grantor Borrowers shall deliver to the Agent Banks all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accountsaccounts, including, without limitation, all original orders, invoices and shipping receipts.