Common use of Collections on the Collateral Clause in Contracts

Collections on the Collateral. Except as otherwise provided herein, Borrower shall have the right to use and to continue to make collections on and receive Distributions and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred. Upon the occurrence of an Event of Default, at the option of Lender, Borrower's right to make collections on and receive Distributions and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been cured, and any and all Distributions, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower in trust for Lender and immediately delivered in kind to Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall be presumed to relate to the Collateral and to be subject to Lender's security interests. Upon the occurrence of an Event of Default, Lender shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) or in the name of Borrower, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower hereby authorizes Lender to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender without appropriate endorsement, and Lender and any collecting agent are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrower, to the same extent as though it were manually executed by a duly authorized officer of Borrower, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinto the contrary in the Reimbursement Agreement, Borrower each Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at upon notice from Agent to the option of LenderGrantors, Borrowereach Grantor's right to make collections on and receive Distributions dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower such Grantor in trust for Lender Agent and immediately promptly delivered in kind to Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall Agent (duly endorsed to Agent, if required), to be presumed to relate applied to the Collateral and to be subject to Lender's security interestsobligations or held as Collateral, as Agent shall elect. Upon During the occurrence existence of an Event of Default, Lender Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf any of Lender) or in the name of BorrowerGrantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender Agent to affix, by facsimile signature or otherwise, the general or special endorsement of itsuch Grantor, in such manner as Lender Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Agent without appropriate endorsement, and Lender Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowersuch Grantor, to the same extent as though it were manually executed by a the duly authorized officer representative of Borrowersuch Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinto the contrary in ----------------------------- the Loan Agreement, Borrower each Pledgor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of Lenderthe Agent, Borrowereach Pledgor's right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower such Pledgor in trust for Lender the Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall be presumed to relate the Agent (duly endorsed to the Collateral and Agent, if required), to be subject applied to Lender's security intereststhe Obligations or held as Collateral, as the Agent shall elect. Upon the occurrence and during the continuance of an Event of Default, Lender the Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) the Agent or the Lenders or in the name of Borrowerany Pledgor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Pledgor hereby authorizes Lender the Agent to affix, by facsimile signature or otherwise, the general or special endorsement of itsuch Pledgor, in such manner as Lender the Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender the Agent without appropriate endorsement, and Lender the Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowersuch Pledgor, to the same extent as though it were manually executed by a the duly authorized officer representative of Borrowersuch Pledgor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Pledgor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinto the contrary in ----------------------------- the Credit Agreement, Borrower each Pledgor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of Lenderthe Agent, Borrowereach Pledgor's right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower such Pledgor in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall be presumed to relate the Agent (duly endorsed to the Collateral and Agent, if required), to be subject applied to Lender's security intereststhe Obligations or held as Collateral, as the Agent shall elect. Upon the occurrence and during the continuance of an Event of Default, Lender the Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) the Agent or the Lenders or in the name of Borrowerany Pledgor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Pledgor hereby authorizes Lender the Agent to affix, by facsimile signature or otherwise, the general or special endorsement of itsuch Pledgor, in such manner as Lender the Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender the Agent without appropriate endorsement, and Lender the Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowersuch Pledgor, to the same extent as though it were manually executed by a the duly authorized officer representative of Borrowersuch Pledgor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Pledgor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinto the contrary in the Purchase Agreement, Borrower each Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at upon notice from the option of LenderAgent to the Grantors, Borrowereach Grantor's right to make collections on and receive Distributions dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower such Grantor in trust for Lender the Agent and immediately promptly delivered in kind to Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall be presumed to relate the Agent (duly endorsed to the Collateral and Agent, if required), to be subject to Lender's security interestsheld as Collateral, as the Agent shall elect. Upon During the occurrence existence of an Event of Default, Lender the Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf any of Lender) or in the name of BorrowerGrantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender the Agent to affix, by facsimile signature or otherwise, the general or special endorsement of itsuch Grantor, in such manner as Lender the Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender the Agent without appropriate endorsement, and Lender the Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowersuch Grantor, to the same extent as though it were manually executed by a the duly authorized officer representative of Borrowersuch Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except EXCEPT as otherwise provided hereinin any Loan Document, Borrower Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party, BorrowerGrantor's right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantor in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectSecured Party. Any remittance received by Borrower Grantor from any Person shall be presumed to relate to the Collateral and to be subject to LenderSecured Party's security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of BorrowerGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantor, to the same extent as though it were manually executed by a the duly authorized officer of BorrowerGrantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Notes Document, Borrower each Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing and Collateral Agent has not elected to exercise its rights hereunder. Upon the occurrence and during the continuance of an Event of Default, at the option of Lenderand after Collateral Agent has elected to exercise its rights hereunder, Borrower's each Grantor’s right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower each Grantor in trust for Lender Collateral Agent and immediately delivered in kind to Lender Collateral Agent for so long as such suspension remains in effectthe benefit of Secured Party. Any remittance received by Borrower each Grantor from any Person shall be rebuttably presumed to relate to the Collateral and to be subject to Lender's Collateral Agent’s security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Collateral Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Collateral Agent or in the name of Borrowereach Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender Collateral Agent to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Collateral Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Collateral Agent without appropriate endorsement, and Lender Collateral Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowereach Grantor, to the same extent as though it were manually executed by a the duly authorized officer of Borrowersuch Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin ----------------------------- ------ any Loan Document, Borrower Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party, BorrowerGrantor's right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and (subject to any prior rights of the Trustee under the 13% Indenture) any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantor in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectSecured Party. Any remittance received by Borrower Grantor from any Person shall be presumed to relate to the Collateral and to be subject to LenderSecured Party's security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party shall have the right at all times (subject to any inconsistent rights of the Trustee under the 13% Indenture) to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of BorrowerGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantor, to the same extent as though it were manually executed by a the duly authorized officer of BorrowerGrantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided herein, Borrower Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Parties, Borrower's Grantor’s right to make collections on and receive Distributions and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributions, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantor in trust for Lender Secured Parties and immediately delivered in kind to Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall Secured Parties (duly endorsed to Secured Parties, if required), to be presumed to relate applied to the Collateral and to be subject to Lender's security interestsObligations or held as Collateral, as Secured Parties shall elect. Upon the occurrence and during the continuance of an Event of Default, Lender Secured Parties shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Parties or in the name of BorrowerGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Grantor hereby authorizes Lender Secured Parties to affix, by facsimile signature or otherwise, the general or special endorsement of itGrantor, in such manner as Lender Secured Parties shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Parties without appropriate endorsement, and Lender Secured Parties and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantor, to the same extent as though it were manually executed by a the duly authorized officer representative of BorrowerGrantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Loan Document, Borrower Grantors shall have the right to use and to continue to make collections on and receive Distributions and other the proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party and upon notice of such election to Grantors, Borrower's right Grantors’ rights to make collections on and receive Distributions and other the proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributions, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantors in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectSecured Party (subject to compliance with applicable Gaming Laws). Any remittance received by Borrower any Grantor from any Person shall be presumed to relate to the Collateral and to be subject to Lender's Secured Party’s security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party if it so elects in the notice to Grantors shall have the sole right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of Borrowerthe appropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the CollateralCollateral (subject to compliance with applicable Gaming Laws); and Borrower each Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowerthe appropriate Grantor, to the same extent as though it were manually executed by a the duly authorized officer of Borrowerthe appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Grantor hereby expressly waives demand, presentment, protest and notice of protest or of dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except (a) Notwithstanding the security interest in the Collateral which is granted pursuant to Section 1.01 hereof, and except as otherwise provided hereinhereunder or in any Loan Document, Borrower Debtor shall have the right to use and to continue to make collections on and receive Distributions and other proceeds of all any payments which may be made to, or for the benefit of, Debtor under any of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred. occurred and be continuing. (b) Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party, Borrowerand except as prohibited by applicable law, Debtor's right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Debtor in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effect. Secured Party. (c) Any remittance received by Borrower Debtor from any Person shall be presumed to relate to the Collateral and to be subject to Lender's the security interests. interests which are granted to Secured Party hereunder. (d) Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party shall have the right at all times to receive, issue receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of BorrowerDebtor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Debtor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of itDebtor, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent collection bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerDebtor, to the same extent as though it were manually executed by a the duly authorized officer of BorrowerDebtor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Debtor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Loan Document, Borrower Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party (exercisable upon written notice thereof to Grantor; provided, Borrower's that neither the Administrative Agent nor the Lenders shall incur any liability for any failure to provide such notice), Grantor’s right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantor in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectSecured Party. Any remittance received by Borrower Grantor from any Person shall be presumed to relate to the Collateral and to be subject to Lender's Secured Party’s security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of BorrowerGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantor, to the same extent as though it were manually executed by a the duly authorized officer of BorrowerGrantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Transaction Document, Borrower Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderCollateral Agent, Borrower's Grantor’s right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantor in trust for Lender Collateral Agent and immediately delivered in kind to Lender Collateral Agent for so long as such suspension remains in effectthe benefit of Secured Party. Any remittance received by Borrower Grantor from any Person shall be rebuttably presumed to relate to the Collateral and to be subject to Lender's Collateral Agent’s security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Collateral Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Collateral Agent or in the name of BorrowerGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Grantor hereby authorizes Lender Collateral Agent to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Collateral Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Collateral Agent without appropriate endorsement, and Lender Collateral Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantor, to the same extent as though it were manually executed by a the duly authorized officer of Borrowerthe Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinto the contrary in ----------------------------- the Loan Agreement, Borrower the Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of Lenderthe Agent, Borrowerthe Grantor's right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower the Grantor in trust for Lender the Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall be presumed to relate the Agent (duly endorsed to the Collateral and Agent, if required), to be subject applied to Lender's security intereststhe Obligations or held as Collateral, as the Agent shall elect. Upon the occurrence and during the continuance of an Event of Default, Lender the Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) the Agent or the Lenders or in the name of Borrowerthe Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower the Grantor hereby authorizes Lender the Agent to affix, by facsimile signature or otherwise, the general or special endorsement of itthe Grantor, in such manner as Lender the Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender the Agent without appropriate endorsement, and Lender the Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowerthe Grantor, to the same extent as though it were manually executed by a the duly authorized officer representative of Borrowerthe Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower the Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinto the contrary in ----------------------------- the Credit Agreement, Borrower each Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of Lenderthe Agent, Borrowereach Grantor's right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower each such Grantor in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall be presumed to relate the Agent (duly endorsed to the Collateral and Agent, if required), to be subject applied to Lender's security intereststhe Obligations or held as Collateral, as the Agent shall elect. Upon the occurrence and during the continuance of an Event of Default, Lender the Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) the Agent or the Lenders or in the name of Borrowerany Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender the Agent to affix, by facsimile signature or otherwise, the general or special endorsement of itany Grantor, in such manner as Lender the Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender the Agent without appropriate endorsement, and Lender the Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowersuch Grantor, to the same extent as though it were manually executed by a the duly authorized officer representative of Borrowersuch Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinto the contrary in the Reimbursement Agreement, Borrower each Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at upon notice from Secured Party to the option of LenderGrantors, Borrowereach Grantor's right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower such Grantor in trust for Lender Secured Party and immediately promptly delivered in kind to Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall Secured Party (duly endorsed to Secured Party, if required), to be presumed to relate applied to the Collateral and to be subject to Lender's security interestsobligations or held as Collateral, as Secured Party shall elect. Upon During the occurrence existence of an Event of Default, Lender Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf any of Lender) or in the name of BorrowerGrantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of itsuch Grantor, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowersuch Grantor, to the same extent as though it were manually executed by a the duly authorized officer representative of Borrowersuch Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided herein, Borrower Each Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at upon notice from the option of LenderAgent to the Grantors, Borrowereach Grantor's right to make collections on and receive Distributions dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower such Grantor in trust for Lender the Agent and immediately promptly delivered in kind to Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall be presumed to relate the Agent (duly endorsed to the Collateral and Agent, if required), to be subject to Lender's security interestsheld as Collateral, as the Agent shall elect. Upon During the occurrence existence of an Event of Default, Lender the Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf any of Lender) or in the name of BorrowerGrantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender the Agent to affix, by facsimile signature or otherwise, the general or special endorsement of itsuch Grantor, in such manner as Lender the Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender the Agent without appropriate endorsement, and Lender the Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowersuch Grantor, to the same extent as though it were manually executed by a the duly authorized officer representative of Borrowersuch Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided herein, Borrower Grantor shall have the right to use and to continue to make collections on and receive Distributions and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party, BorrowerGrantor's right to make collections on and receive Distributions and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributions, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantor in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectsame. Any remittance received by Borrower Grantor from any Person customers shall be presumed to relate to the Collateral and to be subject to Lenderthe Secured Party's security interests. Upon the occurrence of an Event of Default, Lender Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of BorrowerGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantor, to the same extent as though it were manually executed by a the duly authorized officer of BorrowerGrantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinto the contrary in the Credit Agreement, Borrower each Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderBank, Borrowereach Grantor's right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower such Grantor in trust for Lender Bank and immediately delivered in kind to Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall Bank (duly endorsed to Bank, if required), to be presumed to relate applied to the Collateral and to be subject to Lender's security interestsobligations or held as Collateral, as Bank shall elect. Upon the occurrence and during the continuance of an Event of Default, Lender Bank shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf any of Lender) or in the name of BorrowerGrantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender Bank to affix, by facsimile signature or otherwise, the general or special endorsement of itsuch Grantor, in such manner as Lender Bank shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Bank without appropriate endorsement, and Lender Bank and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowersuch Grantor, to the same extent as though it were manually executed by a the duly authorized officer representative of Borrowersuch Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided Notwithstanding anything to the contrary herein, Borrower Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of Lender, Borrower's Grantor’s right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantor in trust for Lender and immediately delivered in kind to Lender for so long as such suspension remains in effectLender. Any remittance received by Borrower Grantor from any Person shall be presumed to relate to the Collateral and to be subject to Lender's ’s security interests. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the sole right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) or in the name of BorrowerGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Grantor hereby authorizes Lender to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender without appropriate endorsement, and Lender and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantor, to the same extent as though it were manually executed by a the duly authorized officer of BorrowerGrantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Transaction Document, Borrower each Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderCollateral Agent, Borrower's each Grantor’s right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower each Grantor in trust for Lender Collateral Agent and immediately delivered in kind to Lender Collateral Agent for so long as such suspension remains in effectthe benefit of Secured Party. Any remittance received by Borrower each Grantor from any Person shall be rebuttably presumed to relate to the Collateral and to be subject to Lender's Collateral Agent’s security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Collateral Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Collateral Agent or in the name of Borrowereach Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender Collateral Agent to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Collateral Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Collateral Agent without appropriate endorsement, and Lender Collateral Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowereach Grantor, to the same extent as though it were manually executed by a the duly authorized officer of Borrowersuch Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Loan Document, Borrower Grantors shall have the right to use and to continue to make collections on and receive Distributions and other the proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party, Borrower's right Grantors’ rights to make collections on and receive Distributions and other the proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributions, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantors in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectSecured Party (subject to compliance with applicable Gaming Laws). Any remittance received by Borrower any Grantor from any Person shall be presumed to relate to the Collateral and to be subject to Lender's Secured Party’s security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party if it so elects shall have the sole right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of Borrowerthe appropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the CollateralCollateral (subject to compliance with applicable Gaming Laws); and Borrower each Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowerthe appropriate Grantor, to the same extent as though it were manually executed by a the duly authorized officer of Borrowerthe appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Grantor hereby expressly waives demand, presentment, protest and notice of protest or of dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Transaction Document, Borrower Grantors shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Triggering Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Defaulta Triggering Event, at the option of LenderSecured Party, Borrower's Grantors' right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantors in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectSecured Party. Any remittance received by Borrower any Grantor from any Person shall be presumed to relate to the Collateral and to be subject to LenderSecured Party's security interests. Upon the occurrence and during the continuance of an Event of Defaulta Triggering Event, Lender Secured Party shall have the sole right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of Borrowerthe appropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowerthe appropriate Grantor, to the same extent as though it were manually executed by a the duly authorized officer of Borrowerthe appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Loan Document, Borrower Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderAdministrative Agent, Borrower's Grantor’s right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantor in trust for Lender Administrative Agent on behalf of the Secured Parties and immediately delivered in kind to Lender for so long as such suspension remains in effectAdministrative Agent. Any remittance received by Borrower Grantor from any Person shall be presumed to relate to the Collateral and to be subject to Lender's Administrative Agent’s security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Administrative Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Administrative Agent or in the name of BorrowerGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Grantor hereby authorizes Lender Administrative Agent to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Administrative Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Administrative Agent without appropriate endorsement, and Lender Administrative Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantor, to the same extent as though it were manually executed by a the duly authorized officer of BorrowerGrantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Loan Document, Borrower Grantors shall have the right to use use, dispose of and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred. Upon Collateral, provided that upon the occurrence and during the continuance of an Event of Default, at the option of LenderAdministrative Agent by notice to Grantor, Borrower's except as prohibited by applicable Law, Grantors’ right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantors in trust for Lender Administrative Agent and immediately delivered in kind to Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall be presumed to relate to the Collateral and to be subject to Lender's security interestsAdministrative Agent. Upon the occurrence and during the continuance of an Event of Default, Lender Administrative Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Administrative Agent or in the name of BorrowerGrantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and, upon the occurrence and Borrower during the continuance of an Event of Default, Grantors hereby authorizes Lender authorize Administrative Agent to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Administrative Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Administrative Agent without appropriate endorsement, and Lender Administrative Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantors, and each of them, to the same extent as though it were manually executed by a the duly authorized officer of Borrowereach Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin the Indenture or the Intercreditor Agreement, Borrower Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, at the option of LenderCollateral Agent, Borrower's Grantor’s right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantor in trust for Lender Collateral Agent on behalf of the Secured Parties and immediately delivered in kind to Lender for so long as such suspension remains in effectCollateral Agent. Any remittance received by Borrower Grantor from any Person shall be presumed to relate to the Collateral and to be subject to Lender's Collateral Agent’s security interests. Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Lender Collateral Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Collateral Agent or in the name of BorrowerGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Grantor hereby authorizes Lender Collateral Agent to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Collateral Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Collateral Agent without appropriate endorsement, and Lender Collateral Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantor, to the same extent as though it were manually executed by a the duly authorized officer of BorrowerGrantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Loan Document, Borrower Grantors shall have the right to use use, dispose of and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party, Borrower's except as prohibited by applicable Law, Grantors' right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantors in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectSecured Party. Any remittance received by Borrower Grantors from any Person shall be presumed to relate to the Collateral and to be subject to LenderSecured Party's security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of BorrowerGrantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Grantors each hereby authorizes Lender authorize Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantors, and each of them, to the same extent as though it were manually executed by a the duly authorized officer of Borrowereach Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided herein, Borrower shall have the right to use and to continue to make collections on and receive Distributions and other proceeds of all of the Collateral in the ordinary course of business so So long as no Event of Default shall have occurredoccurred and be continuing, and until Collateral Agent suspends such rights, Grantor will be entitled to receive the benefit of all cash dividends, interest and other payments made upon or with respect to the Collateral by Grantor. Upon the occurrence and during the continuance of an Event of Default, at the option election of LenderCollateral Agent or the Noteholders holding a majority in aggregate principal amount of the Notes then outstanding pursuant to Section 6.12 of the Indenture to suspend such rights, Borrower's right (i) all rights of Grantor to make collections on and receive Distributions all cash dividends, interest and other proceeds of the Collateral and payments made upon or with respect to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been cured, and any and all Distributions, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will cease, and such cash dividends, interest and other payments will be held paid to Collateral Agent; (ii) all rights of the Grantor to exercise such voting or received other consensual rights shall cease, and all such rights shall become vested in Collateral Agent which, to the extent permitted by Borrower law, will have the sole right to exercise such rights; and (iii) Collateral Agent may sell the Collateral or any part thereof in trust for Lender and immediately delivered in kind to Lender for so long as such suspension remains in effectaccordance with the terms of this Agreement. Any remittance received by Borrower Grantor from any Person shall be presumed to relate to the Collateral and to be subject to Lender's Collateral Agent’s security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Collateral Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Collateral Agent or in the name of BorrowerGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Grantor hereby authorizes Lender Collateral Agent to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Collateral Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Collateral Agent without appropriate endorsement, and Lender Collateral Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantor, to the same extent as though it were manually executed by a the duly authorized officer of BorrowerGrantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided herein, Borrower shall have the right to use and to continue to make collections on and receive Distributions and other proceeds of all of the Collateral in the ordinary course of business so So long as no Event of Default shall have occurredoccurred and be continuing, and until Collateral Agent suspends such rights, the Grantor will be entitled to receive the benefit of all cash dividends, interest and other payments made upon or with respect to the Collateral by the Grantor. Upon the occurrence and during the continuance of an Event of Default, at the option election of LenderCollateral Agent or the Noteholders holding a majority in aggregate principal amount of the Notes then outstanding pursuant to Section 6.12 of the Indenture to suspend such rights, Borrower's right (i) all rights of the Grantor to make collections on and receive Distributions all cash dividends, interest and other proceeds of the Collateral and payments made upon or with respect to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been cured, and any and all Distributions, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will cease, and such cash dividends, interest and other payments will be held paid to Collateral Agent; (ii) all rights of the Grantor to exercise such voting or received other consensual rights shall cease, and all such rights shall become vested in Collateral Agent which, to the extent permitted by Borrower law, will have the sole right to exercise such rights; and (iii) Collateral Agent may sell the Collateral or any part thereof in trust for Lender and immediately delivered in kind to Lender for so long as such suspension remains in effectaccordance with the terms of this Agreement. Any remittance received by Borrower the Grantor from any Person shall be presumed to relate to the Collateral and to be subject to Lender's Collateral Agent’s security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Collateral Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Collateral Agent or in the name of Borrowerthe Grantor, any and all checks, notes, drafts and other instruments in- struments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower the Grantor hereby authorizes Lender Collateral Agent to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Collateral Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Collateral Agent without appropriate endorsement, and Lender Collateral Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowerthe Grantor, to the same extent as though it were manually executed by a the duly authorized officer of Borrowerthe Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower the Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Loan Document, Borrower Grantors shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party, Borrower's right except as prohibited by applicable Law Grantors’ rights to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantors in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectSecured Party. Any remittance received by Borrower any Grantor from any Person shall be presumed to relate to the Collateral and to be subject to Lender's Secured Party’s security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of Borrowerthe appropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowerthe appropriate Grantor, to the same extent as though it were manually executed by a the duly authorized officer of Borrowerthe appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided herein, Borrower Grantors shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party, Borrower's Grantors’ right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantors in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectSecured Party. Any remittance received by Borrower any Grantor from any Person shall be presumed to relate to the Collateral and to be subject to Lender's Secured Party’s security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party shall have the sole right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of Borrowerthe appropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowerthe appropriate Grantor, to the same extent as though it were manually executed by a the duly authorized officer of Borrowerthe appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Loan Document, Borrower Grantors shall have the right to use and to continue to make collections on and receive Distributions and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party, Borrower's Grantors' right to make collections on and receive Distributions and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributions, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantors in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectSecured Party. Any remittance received by Borrower any Grantor from any Person shall be presumed to relate to the Collateral and to be subject to LenderSecured Party's security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of Borrowerthe appropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowerthe appropriate Grantor, to the same extent as though it were manually executed by a the duly authorized officer of Borrowerthe appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided herein, Borrower shall have the right to use and to continue to make collections on and receive Distributions and other proceeds of all of the Collateral in the ordinary course of business so So long as no Event of Default shall have occurredoccurred and be continuing, and until Collateral Agent suspends such rights, each Grantor will be entitled to receive the benefit of all cash dividends, interest and other payments made upon or with respect to the Collateral by such Grantor. Upon the occurrence and during the continuance of an Event of Default, at the option election of LenderCollateral Agent or the Noteholders holding a majority in aggregate principal amount of the Notes then outstanding pursuant to Section 6.12 of the Indenture to suspend such rights, Borrower's right (i) all rights of each Grantor to make collections on and receive Distributions all cash dividends, interest and other proceeds of the Collateral and payments made upon or with respect to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been cured, and any and all Distributions, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will cease, and such cash dividends, interest and other payments will be held paid to Collateral Agent; (ii) all rights of the Grantors to exercise such voting or received other consensual rights shall cease, and all such rights shall become vested in Collateral Agent which, to the extent permitted by Borrower law, will have the sole right to exercise such rights; and (iii) Collateral Agent may sell the Collateral or any part thereof in trust for Lender and immediately delivered in kind to Lender for so long as such suspension remains in effectaccordance with the terms of this Agreement. Any remittance received by Borrower any Grantor from any Person shall be presumed to relate to the Collateral and to be subject to Lender's Collateral Agent’s security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Collateral Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Collateral Agent or in the name of Borrowerany Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower such Grantor hereby authorizes Lender Collateral Agent to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Collateral Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Collateral Agent without appropriate endorsement, and Lender Collateral Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowersuch Grantor, to the same extent as though it were manually executed by a the duly authorized officer of Borrowersuch Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except (a) Notwithstanding the security interest in the Collateral which is granted pursuant to Section 1.01 hereof, and except as otherwise provided hereinhereunder or in any Loan Document, Borrower Debtors shall have the right to use and to continue to make collections on and receive Distributions and other proceeds of all any payments which may be made to, or for the benefit of, Debtors under any of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred. occurred and be continuing. (b) Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party, Borrower's and except as prohibited by applicable law, Debtors' right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended and not be reinstated until such time, if any, that such the curing of the Event of Default has been cured, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Debtors in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effect. Secured Party. (c) Any remittance received by Borrower Debtors from any Person shall be presumed to relate to the Collateral and to be subject to Lender's the security interests. interests which are granted to Secured Party hereunder. (d) Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party shall have the right at all times to receive, issue receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of BorrowerDebtors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Debtors hereby authorizes Lender authorize Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of itDebtors, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent collection bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerDebtors, to the same extent as though it were manually executed by a the duly authorized officer of BorrowerDebtors, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Debtors hereby expressly waives waive demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except (a) Notwithstanding the security interest in the Collateral which is granted pursuant to Section 1.01 hereof, and except as otherwise provided hereinhereunder or in any Loan Document, Borrower so long as no Event of Default shall have occurred and be continuing, Debtor shall have the right to use and to continue to make collections on and receive Distributions and other proceeds of all any payments which may be made to, or for the benefit of, Debtor under any of the Collateral and to exercise all other rights with respect to the Collateral including, without limitation, rights to modify, amend, sell or dispose of Collateral, exercise options or elections with respect to the Collateral, all to the extent permitted under the Credit Agreement. (b) Notwithstanding the security interest in the ordinary course Collateral which is granted pursuant to Section 1.01 hereof, and except as otherwise provided hereunder or in any Loan Document, Debtor shall have the right to use and to continue to make collections on and receive any payments which may be made to, or for the benefit of, Debtor under any of business the Collateral so long as no Event of Default shall have occurred. occurred and be continuing. (c) Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party, Borrower's and except as prohibited by applicable law, Debtor’s right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Debtor in trust for Lender and Secured Party and, upon demand by Secured Party, immediately delivered in kind to Lender for so long Secured Party. (d) Except as such suspension remains in effect. Any otherwise provided under the Credit Agreement, any remittance received by Borrower Debtor from any Person shall be presumed to relate to the Collateral and to be subject to Lender's the security interests. interests which are granted to Secured Party hereunder. (e) Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party shall have the right at all times to receive, issue receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of BorrowerDebtor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Debtor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of itDebtor, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent collection bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerDebtor, to the same extent as though it were manually executed by a the duly authorized officer of BorrowerDebtor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Debtor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Loan Document, Borrower the Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of Lenderthe Secured Party, Borrowerthe Grantor's right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower the Grantor in trust for Lender the Secured Party and immediately delivered in kind to Lender the Agent, for so long as such suspension remains in effectthe Secured Party. Any remittance received by Borrower the Grantor from any Person person shall be presumed to relate to the Collateral and to be subject to Lenderthe Secured Party's security interests. Upon the occurrence and during the continuance of an Event of Default, Lender the Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) the Secured Party or in the name of Borrowerthe Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower the Grantor hereby authorizes Lender the Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender the Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender the Secured Party without appropriate endorsement, and Lender the Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowerthe Grantor, to the same extent as though it were manually executed by a the duly authorized officer of Borrowerthe Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower the Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Loan Document, Borrower Grantor shall have the right to use use, dispose of and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred. Upon Collateral, provided that upon the occurrence and during the continuance of an Event of Default, at the option of LenderAdministrative Agent by notice to Grantor, Borrower's except as prohibited by applicable Law, Grantor’s right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantor in trust for Lender Administrative Agent and immediately delivered in kind to Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall be presumed to relate to the Collateral and to be subject to Lender's security interestsAdministrative Agent. Upon the occurrence and during the continuance of an Event of Default, Lender Administrative Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Administrative Agent or in the name of BorrowerGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and, upon the occurrence and Borrower during the continuance of an Event of Default, Grantor hereby authorizes Lender Administrative Agent to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Administrative Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Administrative Agent without appropriate endorsement, and Lender Administrative Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantor, to the same extent as though it were manually executed by a the duly authorized officer of BorrowerGrantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinto the contrary in the Loan Agreement, Borrower each Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of Lender, Borrowereach Grantor's right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower such Grantor in trust for Lender and immediately delivered in kind to Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall (duly endorsed to Lender, if required), to be presumed to relate applied to the Collateral and to be subject to Lender's security interestsobligations or held as Collateral, as Lender shall elect. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf any of Lender) or in the name of BorrowerGrantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender to affix, by facsimile signature or otherwise, the general or special endorsement of itsuch Grantor, in such manner as Lender shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender without appropriate endorsement, and Lender and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowersuch Grantor, to the same extent as though it were manually executed by a the duly authorized officer representative of Borrowersuch Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except EXCEPT as otherwise provided hereinin any Loan Document, Borrower Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party, BorrowerGrantor's right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantor in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectSecured Party. Any remittance received by Borrower Grantor from any Person shall be presumed to relate to the Collateral and to be subject to LenderSecured Party's security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of BorrowerGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantor, to the same extent as though it were manually executed by a the duly authorized officer of BorrowerGrantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinto the contrary in the Loan Agreement, Borrower each Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of Lender, Borrower's each Grantor’s right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower such Grantor in trust for Lender and immediately delivered in kind to Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall (duly endorsed to Lender, if required), to be presumed to relate applied to the Collateral and to be subject to Lender's security interestsobligations or held as Collateral, as Lender shall elect. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf any of Lender) or in the name of BorrowerGrantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender to affix, by facsimile signature or otherwise, the general or special endorsement of itsuch Grantor, in such manner as Lender shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender without appropriate endorsement, and Lender and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowersuch Grantor, to the same extent as though it were manually executed by a the duly authorized officer representative of Borrowersuch Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except EXCEPT as otherwise provided hereinin the Loan Agreement, Borrower Grantors shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing and the Bank has not exercised its option set forth below. Upon the occurrence and during the continuance of an Event of Default, at the option of Lenderthe Bank, Borrower's Grantors' right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantors in trust for Lender the Bank and immediately delivered in kind to Lender for so long as such suspension remains in effectthe Bank. Any remittance received by Borrower any Grantor from any Person person shall be presumed to relate to the Collateral and to be subject to Lenderthe Bank's security interests. Upon the occurrence and during the continuance of an Event of Default, Lender the Bank shall have the sole right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) the Bank or in the name of Borrowerthe appropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender the Bank to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender the Bank shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender the Bank without appropriate endorsement, and Lender the Bank and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowerthe appropriate Grantor, to the same extent as though it were manually executed by a the duly authorized officer of Borrowerthe appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Loan Document, Borrower Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party, Borrower's except as prohibited by applicable Law Grantor’s right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantor in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectSecured Party. Any remittance received by Borrower Grantor from any Person shall be presumed to relate to the Collateral and to be subject to Lender's Secured Party’s security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of BorrowerGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantor, to the same extent as though it were manually executed by a the duly authorized officer of BorrowerGrantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Loan Document, Borrower Grantors shall have the right to use and to continue to make collections on and receive Distributions and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party, Borrower's right Grantors' rights to make collections on and receive Distributions and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributions, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantors in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectSecured Party. Any remittance received by Borrower any Grantor from any Person shall be presumed to relate to the Collateral and to be subject to LenderSecured Party's security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party shall have the sole right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of Borrowerthe appropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowerthe appropriate Grantor, to the same extent as though it were manually executed by a the duly authorized officer of Borrowerthe appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided herein, Borrower Grantor shall have the right to use ----------------------------- and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party, BorrowerGrantor's right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantor in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectSecured Party. Any remittance received by Borrower Grantor from any Person person shall be presumed to relate to the Collateral and to be subject to LenderSecured Party's security interestsinterest. Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of BorrowerGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantor, to the same extent as though it were manually executed by a the duly authorized officer of BorrowerGrantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Loan Document, Borrower Grantors shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no notice has been given by Secured Party that it intends to exercise remedies after an Event of Default shall have occurredhas occurred and is continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party, Borrower's Grantors' right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantors in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectSecured Party. Any remittance received by Borrower any Grantor from any Person shall be presumed to relate to the Collateral and to be subject to LenderSecured Party's security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party shall have the sole right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of Borrowerthe appropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowerthe appropriate Grantor, to the same extent as though it were manually executed by a the duly authorized officer of Borrowerthe appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinin any Loan Document, Borrower Grantors shall have the right to use use, dispose of and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderSecured Party, Borrower's except as prohibited by applicable Law, Grantors' right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantors in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectSecured Party. Any remittance received by Borrower Grantors from any Person shall be presumed to relate to the Collateral and to be subject to LenderSecured Party's security interests. Upon the occurrence and during the continuance of an Event of Default, Lender Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of BorrowerGrantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantors, and each of them, to the same extent as though it were manually executed by a the duly authorized officer of Borrowereach Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinto the contrary in the Loan Agreement, Borrower each Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of the Lender, Borrower's each Grantor’s right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower such Grantor in trust for the Lender and immediately delivered in kind to the Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall be presumed to relate (duly endorsed to the Collateral and Lender, if required), to be subject applied to Lender's security intereststhe Obligations or held as Collateral, as the Lender shall elect. Upon the occurrence and during the continuance of an Event of Default, the Lender shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of the Lender (on behalf of Lender) or in the name of Borrowerany Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes the Lender to affix, by facsimile signature or otherwise, the general or special endorsement of itsuch Grantor, in such manner as the Lender shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by the Lender without appropriate endorsement, and the Lender and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowersuch Grantor, to the same extent as though it were manually executed by a the duly authorized officer representatives of Borrowersuch Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided herein, Borrower Grantors shall have the right to use and to continue to make collections on and receive Distributions and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence of an Event of Default, at the option of LenderSecured Party, Borrower's Grantors' right to make collections on and receive Distributions and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributions, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantors in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effectsame. Any remittance received by Borrower Grantors from any Person customers shall be presumed to relate to the Collateral and to be subject to Lenderthe Secured Party's security interests. Upon the occurrence of an Event of Default, Lender Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) Secured Party or in the name of BorrowerGrantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of it, in such manner as Lender Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Secured Party without appropriate endorsement, and Lender Secured Party and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowersuch Grantor, to the same extent as though it were manually executed by a the duly authorized officer of Borrowersuch Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Grantors hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinto the contrary in the Credit Agreement, Borrower Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of Lenderthe Agent, BorrowerXxxxxxx's right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower Grantor in trust for Lender Secured Party and immediately delivered in kind to Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall be presumed to relate the Agent (duly endorsed to the Collateral and Agent, if required), to be subject applied to Lender's security intereststhe Obligations or held as Collateral, as the Agent shall elect. Upon the occurrence and during the continuance of an Event of Default, Lender the Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf of Lender) the Agent or the Lenders or in the name of BorrowerGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower Grantor hereby authorizes Lender the Agent to affix, by facsimile signature or otherwise, the general or special endorsement of itGrantor, in such manner as Lender the Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender the Agent without appropriate endorsement, and Lender the Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by BorrowerGrantor, to the same extent as though it were manually executed by a the duly authorized officer representative of BorrowerGrantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Collections on the Collateral. Except as otherwise provided hereinSubject to the terms and conditions of the Reimbursement Agreement, Borrower each Grantor shall have the right to use and to continue to make collections on and receive Distributions dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurredoccurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of LenderAgent, Borrower's each Grantor’s right to make collections on and receive Distributions dividends and other proceeds of the Collateral and to use or dispose of such collections and proceeds shall be suspended until such time, if any, that such Event of Default has been curedterminate, and any and all Distributionsdividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by Borrower such Grantor in trust for Lender Agent and immediately delivered in kind to Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall Agent (duly endorsed to Agent, if required), to be presumed to relate applied to the Collateral and to be subject to Lender's security interestsObligations or held as Collateral, as Agent shall elect. Upon the occurrence and during the continuance of an Event of Default, Lender Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Lender (on behalf any of Lender) or in the name of BorrowerGrantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Borrower each Grantor hereby authorizes Lender Agent to affix, by facsimile signature or otherwise, the general or special endorsement of itsuch Grantor, in such manner as Lender Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Lender Agent without appropriate endorsement, and Lender Agent and any collecting agent bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by Borrowersuch Grantor, to the same extent as though it were manually executed by a the duly authorized officer representative of Borrowersuch Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and Borrower such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.