Common use of Proceeds of Accounts Clause in Contracts

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of Default, the Guarantor shall, upon the request of the Administrative Agent, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent pursuant to which the Guarantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Guarantor shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Guarantor.

Proceeds of Accounts. At If requested by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, the Guarantor shall, upon the request of the Administrative Agent, each Obligor shall instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent Agent, pursuant to which the Guarantor such Obligor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, such Obligor shall, upon the Guarantor shall request of the Administrative Agent, as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Obligor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Guarantorsuch Obligor.

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of Default, the Guarantor Company shall, upon the request of the Administrative Agent, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent pursuant to which the Guarantor Company shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor Company agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Guarantor Company shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor Company for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the GuarantorCompany.

Proceeds of Accounts. At If so requested by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, the Guarantor shall, upon the request of the Administrative Agent, each Obligor shall instruct all account debtors and other Persons obligated in respect of Accounts, Chattel Paper and General Intangibles, all Accounts obligors on Instruments and all counterparties in respect of the Assigned Agreements to make all payments in respect of the Accounts thereof either (a) directly to the Administrative Collateral Agent (by instructing that such payments be remitted to a post office box or deposit account which shall be in the name and under the control of the Administrative Collateral Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box or deposit account which shall be in the name and under the control of the Administrative Collateral Agent) under arrangements, in form and substance satisfactory to the Administrative Agent Collateral Agent, pursuant to which the Guarantor such Obligor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Collateral Agent for deposit into the Collateral Account. All payments made to the Administrative Collateral Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, such Obligor shall, upon the Guarantor shall request of the Collateral Agent, as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Obligor for and as the property of the Administrative Collateral Agent and shall not be commingled with any other funds or property of the Guarantorsuch Obligor.

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of Default, the Guarantor each Obligor shall, upon the request of the Administrative Agent, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent pursuant to which the Guarantor such Obligor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, such Obligor shall, upon the Guarantor shall request of the Agent, as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Obligor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Guarantorsuch Obligor.

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of Default, the Guarantor each Debtor shall, upon the request of the Administrative Agent, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent Agent, pursuant to which the Guarantor such Debtor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Debtor agrees that, at any time after the occurrence and during the continuance of an Event of Default, Default if the proceeds of any Pledged Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Guarantor such Debtor shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Debtor for and as the property of the Administrative Agent and the Lenders and shall not be commingled with any other funds or property of the Guarantorsuch Debtor.

Proceeds of Accounts. At any time after If the occurrence and during Loan is not satisfied on or before the continuance of an Event of DefaultMaturity Date, the Guarantor each Obligor shall, upon the request as of the Administrative AgentMaturity Date, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent Fund (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative AgentFund) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative AgentFund) under arrangements, in form and substance satisfactory to the Administrative Agent Fund pursuant to which the Guarantor such Obligor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent Fund for deposit into the Collateral Account. All payments made to the Administrative AgentFund, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Obligor agrees that, at any time that if (after the occurrence and Maturity Date or during the continuance pendancy of an any Event of Default, if Default or Default which by its nature cannot be cured) the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Guarantor such Obligor shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Obligor for and as the property of the Administrative Agent Fund and shall not be commingled with any other funds or property of the Guarantorsuch Obligor.

Proceeds of Accounts. At If so requested by the Lender at any time after the occurrence and during the continuance of an Event of Default, the Guarantor shall, upon the request of the Administrative Agent, each Grantor shall instruct all account debtors and other Persons obligated in respect of Accounts, Chattel Paper and General Intangibles and all Accounts Grantors on Instruments to make all payments in respect of the Accounts thereof either (a) directly to the Administrative Agent Lender (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative AgentLender) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative AgentLender) under arrangements, in form and substance satisfactory to the Administrative Agent Lender, pursuant to which the Guarantor such Grantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent Lender for deposit into the Collateral Account. All payments made to the Administrative AgentLender, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Grantor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, such Grantor shall, upon the Guarantor shall request of the Lender, as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Grantor for and as the property of the Administrative Agent Lender and shall not be commingled with any other funds or property of the Guarantorsuch Grantor.

Proceeds of Accounts. At Each Obligor shall, upon request of the Collateral Agent made at any time after the occurrence and during the continuance of that an Event of Default, the Guarantor shall, upon the request of the Administrative AgentDefault exists, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Collateral Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Collateral Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Collateral Agent) under arrangements, in form and substance satisfactory to the Administrative Collateral Agent pursuant to which the Guarantor such Obligor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Collateral Agent for deposit into the Collateral Account. All payments made to the Administrative Collateral Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, that if the proceeds Proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by itit at any time after the Collateral Agent makes such request, the Guarantor such Obligor shall as promptly as possible deposit such proceeds Proceeds into the Collateral Account. Until so deposited, all such proceeds Proceeds shall be held in trust by the Guarantor such Obligor for and as the property of the Administrative Collateral Agent and shall not be commingled with any other funds or property of the Guarantorsuch Obligor.

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of Default, the Guarantor each Securing Party shall, upon the request of the Administrative Agent, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Amended and Restated Pledge and Security Agreement ----------------------------- Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent pursuant to which the Guarantor such Securing Party shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Securing Party agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, such Securing Party shall, upon the Guarantor shall request of the Administrative Agent, as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Securing Party for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Guarantorsuch Securing Party.

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of Default, the Guarantor each Securing Party shall, upon the request of the Administrative Agent, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent pursuant to which the Guarantor such Securing Party shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Securing Party agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, such Securing Party shall, upon the Guarantor shall request of the Administrative Agent, as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Securing Party for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Guarantorsuch Securing Party.

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of Default, the Guarantor each Debtor shall, upon the request of the Administrative Agent, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent Agent, pursuant to which the Guarantor such Debtor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Debtor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Pledged Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Guarantor such Debtor shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Guarantor.such

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of DefaultExcept as permitted by Section 5.01(b) hereof, the each Subsidiary Guarantor shall, upon the request of the Administrative Agent, shall instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent Agent, pursuant to which the such Subsidiary Guarantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the each Subsidiary Guarantor agrees that, at any time after the occurrence and during the continuance of an Event of Default, that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the such Subsidiary Guarantor shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the such Subsidiary Guarantor for and as the property of the Administrative Agent (for the benefit of the Lenders) and shall not be commingled with any other funds or property of the such Subsidiary Guarantor.

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of DefaultExcept as permitted by Section 5.01(b) hereof, the Guarantor shall, upon the request of the Administrative Agent, Borrower shall instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a BORROWER SECURITY AGREEMENT post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent Agent, pursuant to which the Guarantor Borrower shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor Borrower agrees that, at any time after the occurrence and during the continuance of an Event of Default, that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Guarantor Borrower shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor Borrower for and as the property of the Administrative Agent (for the benefit of the Banks and the holders of Other Indebtedness) and shall not be commingled with any other funds or property of the GuarantorBorrower.

Proceeds of Accounts. At If so requested by the Lender at any time -------------------- after the occurrence and during the continuance of an Event of Default, the Guarantor shall, upon the request of the Administrative Agent, Image2Web shall instruct all account debtors and other Persons obligated in respect of Accounts, Chattel Paper and General Intangibles and all Accounts obligors on Instruments to make all payments in respect of the Accounts thereof either (a) directly to the Administrative Agent Lender (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative AgentLender) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative AgentLender) under arrangements, in form and substance satisfactory to the Administrative Agent Lender, pursuant to which the Guarantor Image2Web shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent Lender for deposit into the Collateral Account. All payments made to the Administrative AgentLender, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Grantor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, such Grantor shall, upon the Guarantor shall request of the Lender, as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Grantor for and as the property of the Administrative Agent Lender and shall not be commingled with any other funds or property of the Guarantorsuch Grantor.

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of Default, the Guarantor Company shall, upon the request of the Administrative Agent, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent pursuant to which the Guarantor Company shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor Company agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Revolving Credit Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Guarantor Company shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor Company for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the GuarantorCompany.

Proceeds of Accounts. At If so requested by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, the Guarantor shall, upon the request of the Administrative Agent, each Obligor shall instruct all account debtors and other Persons obligated in respect of Accounts, Chattel Paper and General Intangibles and all Accounts obligors on Instruments to make all payments in respect of the Accounts thereof either (ai) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (bii) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent Agent, pursuant to which the Guarantor such Obligor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, such Obligor shall, upon the Guarantor shall request of the Administrative Agent, as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Obligor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Guarantorsuch Obligor.

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of Default, the Guarantor each Debtor shall, upon the request of the Administrative Agent, instruct all account debtors Account Debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) ), or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent Agent, pursuant to which the Guarantor such Debtor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, Agent as provided in the preceding sentence, sentence shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Debtor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Pledged Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Guarantor such Debtor shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Debtor for and as the property of the Administrative Agent and the Secured Parties and shall not be commingled with any other funds or property of the Guarantorsuch Debtor.

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of Default, the Guarantor each Debtor shall, upon the request of the Administrative Agent, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent Agent, pursuant to which the Guarantor such Debtor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Debtor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Pledged Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Guarantor such Debtor shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Debtor for and as the property of the Administrative Agent and the Lenders and shall not be commingled with any other funds or property of the Guarantorsuch Debtor.

Proceeds of Accounts. At Each Grantor shall, upon request of the Collateral Agent made at any time after the occurrence and during the continuance of that an Event of Default, the Guarantor shall, upon the request of the Administrative AgentDefault exists, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Collateral Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Collateral Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Collateral Agent) under arrangements, in form and substance satisfactory to the Administrative Collateral Agent pursuant to which the Guarantor such Grantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Collateral Agent for deposit into the Collateral Account. All payments made to the Administrative Collateral Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Grantor agrees that, at any time after the occurrence and during the continuance of an Event of Default, that if the proceeds Proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by itit at any time after the Collateral Agent makes such request, the Guarantor such Grantor shall as promptly as possible deposit such proceeds Proceeds into the Collateral Account. Until so deposited, all such proceeds Proceeds shall be held in trust by the Guarantor such Grantor for and as the property of the Administrative Collateral Agent and shall not be commingled with any other funds or property of the Guarantorsuch Grantor.

Proceeds of Accounts. At If so requested by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, the Guarantor shall, upon the each Obligor shall within five Business Days following such request of the Administrative Agent, instruct all account debtors and other Persons obligated in respect of Accounts, Chattel Paper and General Intangibles constituting any of the Collateral hereunder, and all Accounts obligors on Instruments constituting any of the Collateral hereunder, to make all payments in respect of the Accounts thereof either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent Agent, pursuant to which the Guarantor such Obligor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Lender Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Lender Collateral Account. In addition to the foregoing, the Guarantor each Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of AccountsAccounts to the extent constituting part of the Collateral) shall be received by it, such Obligor shall, upon the Guarantor shall request of the Administrative Agent, as promptly as possible deposit such proceeds into the Lender Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Obligor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Guarantorsuch Obligor.

Proceeds of Accounts. At If so requested by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, the Guarantor shall, upon the request of the Administrative Agent, each Obligor shall instruct all account debtors and other Persons obligated in respect of Accounts, Chattel Paper and General Intangibles and all Accounts obligors on Instruments to make all payments in respect of the Accounts thereof either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent Agent, pursuant to which the Guarantor such Obligor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, such Obligor shall, upon the Guarantor shall request of the Administrative Agent, as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Obligor Pledge and Security Agreement for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Guarantorsuch Obligor.

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of Default, the each Subsidiary Guarantor shall, upon the request of the Administrative Agent, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agentsuch other bank(s)) under arrangements, in form and substance satisfactory to the Administrative Agent pursuant to which the such Subsidiary Guarantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Subsidiary Guarantor Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Subsidiary Guarantor Collateral Account. In addition to the foregoing, the each Subsidiary Guarantor agrees that, that at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the such Subsidiary Guarantor shall as promptly as possible deposit such proceeds into the Subsidiary Guarantor Collateral Account. Until so deposited, all such proceeds shall be held in trust by the each Subsidiary Guarantor for and as the property Property of the Administrative Agent and shall not be commingled with any other funds or property Property of the each Subsidiary Guarantor. (1) Are there currently any amounts in the Xxxxxxx Collateral Account? SUBSIDIARY GUARANTEE AND SECURITY AGREEMENT

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of Default, the each Subsidiary Guarantor shall, upon the request of the Administrative Agent, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agentsuch other bank(s)) under arrangements, in form and substance satisfactory to the Administrative Agent pursuant to which the such Subsidiary Guarantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Subsidiary Guarantor Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Subsidiary Guarantor Collateral Account. In addition to the foregoing, the each Subsidiary Guarantor agrees that, that at any time after the occurrence and during the continuance of an Event of DefaultDefault , if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the such Subsidiary Guarantor shall as promptly as possible deposit such proceeds into the Subsidiary Guarantor Collateral Account. Until so deposited, all such proceeds shall be held in trust by the each Subsidiary Guarantor for and as the property Property of the Administrative Agent and shall not be commingled with any other funds or property Property of the each Subsidiary Guarantor.

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of Default, the Guarantor shall, upon the request of the Administrative Agent, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent pursuant to which the Guarantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Series A Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Guarantor shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Guarantor.

Proceeds of Accounts. At any time after the occurrence and -------------------- during the continuance of an Event of Default, the Guarantor each Debtor shall, upon the request of the Administrative Agent, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) ), or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent Agent, pursuant to which the Guarantor such Debtor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, Agent as provided in the preceding sentence, sentence shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Debtor agrees that, at any time after the occurrence and during the continuance of an Event of Default, Default if the proceeds of any Pledged Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Guarantor such Debtor shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Debtor for and as the property of the Administrative Agent and the Lenders and shall not be commingled with any other funds or property of the Guarantorsuch Debtor.

Proceeds of Accounts. At If so requested by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Actionable Default, the Guarantor shall, upon the request of the Administrative Agent, each Grantor shall instruct all account debtors and other Persons obligated in respect of Accounts, Chattel Paper and General Intangibles and all Accounts obligors on Instruments to make all payments in respect of the Accounts thereof either (a) directly to the Administrative Collateral Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Collateral Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Collateral Agent) under arrangements, in form and substance satisfactory to the Administrative Agent Collateral Agent, pursuant to which the Guarantor such Grantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Grantor agrees that, at any time after the occurrence and during the continuance of an Event of Actionable Default, if the proceeds of any Pledged Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Guarantor shall Grantor shall, upon the request of the Collateral Agent, as promptly as possible deposit remit such proceeds into to the Collateral AccountAgent. Until so deposited, all such proceeds shall be held in trust by the Guarantor Grantor for and as the property of the Administrative Collateral Agent and shall not be commingled with any other funds or property of the GuarantorGrantor. Upon the occurrence and during the continuance of any Actionable Default, upon request of the Collateral Agent, the Grantor shall promptly notify (and the Grantor hereby authorizes the Collateral Agent so to notify) each account debtor in respect of any Accounts or Instruments that such Pledged Collateral has been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect of such Pledged Collateral are to be made directly to the Collateral Agent.

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of Default, the Guarantor Company shall, upon the request of the Administrative Agent, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agentsuch other bank(s)) under arrangements, in form and substance satisfactory to the Administrative Agent pursuant to which the Guarantor Company shall have irrevocably instructed such other bank bank(s) (and such other bank bank(s) shall have agreed) to remit all proceeds of such payments (net of amounts applied by, or transferred to, such other bank(s) at the instruction of the Company to be used for the payment of operating expenses incurred by the Company in the ordinary course of its business and due and owing at the time of such application) directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor Company agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Guarantor Company shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor Company for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the GuarantorCompany.

Proceeds of Accounts. At If so requested by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, the Guarantor shall, upon the request of the Administrative Agent, each Obligor shall instruct all account debtors and other Persons obligated in respect of Accounts, Chattel Paper and General Intangibles and all Accounts obligors on Instruments to make all payments in respect of the Accounts thereof either (a) directly to the Administrative Collateral Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Collateral Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Collateral Agent) under arrangements, in form and substance satisfactory to the Administrative Agent Collateral Agent, pursuant to which the Guarantor such Obligor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Collateral Agent for deposit into the Collateral Account. All payments made to the Administrative Collateral Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, such Obligor shall, upon the Guarantor shall request of the Collateral Agent, as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Obligor for and as the property of the Administrative Collateral Agent and shall not be commingled with any other funds or property of the Guarantorsuch Obligor.

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of Default, the Guarantor each Obligor shall, upon the request of the Administrative Agent, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks lenders in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent pursuant to which the Guarantor such Obligor shall have irrevocably instructed such other bank lender (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, such Obligor shall, upon the Guarantor shall request of the Administrative Agent, as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Obligor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Guarantorsuch Obligor.

Proceeds of Accounts. At If so requested by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, the Guarantor shall, upon the request of the Administrative Agent, Debtor shall instruct all account debtors and other Persons obligated in respect of Accounts, Chattel Paper and General Intangibles and all Accounts obligors on Instruments to make all payments in respect of the Accounts thereof either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks any bank in the United States of America (specified by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) Agent under arrangements, in form and substance satisfactory to the Administrative Agent Agent, pursuant to which the Guarantor Debtor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, Agent as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor Debtor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Guarantor shall Debtor shall, upon the request of the Administrative Agent, as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor Debtor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the GuarantorDebtor.

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of Default, the Guarantor Company shall, upon the request of the Administrative Agent, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agentsuch other bank(s)) under arrangements, in form and substance satisfactory to the Administrative Agent pursuant to which the Guarantor Company shall have irrevocably instructed such other bank bank(s) (and such other bank bank(s) shall have agreed) to remit all proceeds of such payments (net of amounts applied by, or transferred to, such other bank(s) at the instruction of the Company to be used for the payment of operating expenses incurred by the Company in the ordinary course of its business and due and owing at the time of such application) directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor Company agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Guarantor Company shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor Company for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the GuarantorCompany.

Proceeds of Accounts. At Subject to the terms of the Intercreditor and Subordination Agreements, if so requested by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, the Guarantor shall, upon the request of the Administrative Agent, each Obligor shall instruct all account debtors and other Persons obligated in respect of Accounts, Chattel Paper and General Intangibles, all Accounts obligors on Instruments and all counterparties in respect of the Assigned Agreements to make all payments in respect of the Accounts thereof either (a) directly to the Administrative First Lien Collateral Agent (by instructing that such payments be remitted to a post office box or deposit account which shall be in the name and under the control of the Administrative First Lien Collateral Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box or deposit account which shall be in the name and under the control of the Administrative First Lien Collateral Agent) under arrangements, in form and substance satisfactory to the Administrative Agent First Lien Collateral Agent, pursuant to which the Guarantor such Obligor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative First Lien Collateral Agent for deposit into the Collateral Account. All payments made to the Administrative First Lien Collateral Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, such Obligor shall, upon the Guarantor shall request of the Collateral Agent, as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Obligor for and as the property of the Administrative First Lien Collateral Agent and shall not be commingled with any other funds or property of the Guarantorsuch Obligor.

Proceeds of Accounts. At any time after (i) Each Obligor shall, for not less than three years from the date on which each Account of such Obligor arose, maintain (A) complete Records of such Account, including records of all payments received, credits granted and merchandise returned, and (B) all documentation relating thereto. (ii) Except as otherwise provided in this subsection (ii), each Obligor shall continue to collect, at its own expense, all amounts due or to become due to such Obligor under the Accounts. In connection with such collections, each Obligor may take (and, upon the occurrence and during the continuance of an Event of Default at the Collateral Agent’s direction, shall take) such action as such Obligor or the Collateral Agent (after the occurrence of an Event of Default) may deem necessary or advisable to enforce collection of amounts due or to become due under the Accounts; provided, however, that the Guarantor shallCollateral Agent shall have the right at any time, upon the request occurrence and during the continuation of the Administrative Agentan Event of Default and upon written notice to such Obligor of its intention to do so, to instruct all account debtors and other Persons obligated in respect of Accounts, Chattel Paper and General Intangibles and all Accounts obligors on Instruments to make all payments in respect of the Accounts thereof either (ai) directly to the Administrative Collateral Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Collateral Agent) or (bii) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Collateral Agent) under arrangements, in form and substance satisfactory to the Administrative Agent Collateral Agent, pursuant to which the Guarantor such Obligor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Collateral Agent for deposit into the Collateral Account. All payments made to the Administrative Collateral Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, Default that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Guarantor such Obligor shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Guarantor such Obligor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the GuarantorCollateral Agent.

Proceeds of Accounts. At any time after the occurrence and during the continuance of an Event of Default, the The Subsidiary Guarantor shall, upon the request shall within 90 days of the Administrative Agent, Effective Date instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative control of the Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Agentsuch other bank(s)) under arrangements, in form and substance satisfactory to the Administrative Agent pursuant to which the Subsidiary Guarantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Lxxxxxx Collateral Account. All payments made to the Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Lxxxxxx Collateral Account. In addition to the foregoing, the Subsidiary Guarantor agrees that, at any time after the occurrence and during the continuance of an Event of Default, that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Subsidiary Guarantor shall as promptly as possible deposit such proceeds into the Lxxxxxx Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Subsidiary Guarantor for and as the property Property of the Administrative Agent and shall not be commingled with any other funds or property Property of the Subsidiary Guarantor.

Proceeds of Accounts. At Each Obligor shall, upon request of the -------------------- Collateral Agent made at any time after the occurrence and during the continuance of that an Event of Default, the Guarantor shall, upon the request of the Administrative AgentDefault exists, instruct all account debtors and other Persons obligated in respect of all Accounts to make all payments in respect of the Accounts either (a) directly to the Administrative Collateral Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Collateral Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Administrative Collateral Agent) under arrangements, in form and substance satisfactory to the Administrative Collateral Agent pursuant to which the Guarantor such Obligor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Collateral Agent for deposit into the Collateral Account. All payments made to the Administrative Collateral Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the foregoing, the Guarantor each Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, that if the proceeds Proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by itit at any time after the Collateral Agent makes such request, the Guarantor such Obligor shall as promptly as possible deposit such proceeds Proceeds into the Collateral Account. Until so deposited, all such proceeds Proceeds shall be held in trust by the Guarantor such Obligor for and as the property of the Administrative Collateral Agent and shall not be commingled with any other funds or property of the Guarantorsuch Obligor.