Common use of Collection and Deposit of Payments in Respect of Accounts Clause in Contracts

Collection and Deposit of Payments in Respect of Accounts. (i) Borrower shall, and shall cause each of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, deliver such notices to account debtors (other than any account debtor that is a Subsidiary of Borrower) and take all such other actions as may reasonably be necessary to cause all payments in respect of such Person’s Accounts to be made directly to a Lock Box or to a Concentration Account (via wire transfer). (ii) Borrower shall, or shall cause each of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, direct its authorized representative, at least once on each Business Day, to retrieve all checks and other instruments delivered to a Lock Box and, as promptly as possible on the same Business Day so retrieved, to endorse for payment and deposit each such check or other instrument in the Lock Box Account related to such Lock Box. Notwithstanding the foregoing, from and after such time as Agent shall have notified Borrower of its election to exercise its rights under this subsection 2.10B(ii), Borrower shall not, and shall not permit any of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, retrieve any items from any Lock Box unless accompanied by a representative of Agent, and Borrower hereby appoints Agent or any of its designees as Borrower’s attorney-in-fact with powers, upon notification by Agent as aforesaid, to (a) access all Lock Boxes and (b) endorse for payment any checks or other instruments representing payment in respect of any Accounts of such Persons that are delivered to any Lock Box. All acts of said attorneys or designees are hereby ratified and approved, and said attorneys or designees shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined in a final order by a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law. The power of attorney set forth in this subsection 2.10B(ii) is irrevocable until all Obligations shall have been paid in full and the Commitments shall have terminated. (iii) In the event that Borrower or any of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) receives any check, cash, note or other instrument representing payment of an Account from an account debtor other than a Subsidiary of Borrower (other than any item delivered to a Lock Box), Borrower shall, or shall cause such Domestic Subsidiary to, hold such item in trust for Agent and shall, as soon as practicable (and in any event within one Business Day) after receipt thereof, cause such item to be deposited into a Lock Box Account with any necessary endorsements. (iv) Borrower hereby agrees, from and after such time, if any, as Agent shall have notified Borrower in writing that the provisions of this subsection 2.10B(iv) are to become effective until such later time, if any, as Agent shall have notified Borrower in writing that such provisions are no longer to be effective, not to deposit any monies into the Lock Box Accounts or to Concentration Accounts or to otherwise permit any monies to be deposited into any of such accounts, except payments received in respect of Borrower’s Accounts.

Collection and Deposit of Payments in Respect of Accounts. (i) Borrower shall, and shall cause each of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, deliver such notices to account debtors (other than any account debtor that is a Subsidiary of Borrower) and take all such other actions as may reasonably be necessary to cause all payments in respect of such Person’s 's Accounts to be made directly to a Lock Box or to a Concentration Account (via wire transfer). (ii) Borrower shall, or shall cause each of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, direct its authorized representative, at least once on each Business Day, to retrieve all checks and other instruments delivered to a Lock Box and, as promptly as possible on the same Business Day so retrieved, to endorse for payment and deposit each such check or other instrument in the Lock Box Account related to such Lock Box. Notwithstanding the foregoing, from and after such time as Agent shall have notified Borrower of its election to exercise its rights under this subsection 2.10B(ii), Borrower shall not, and shall not permit any of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, retrieve any items from any Lock Box unless accompanied by a representative of Agent, and Borrower hereby appoints Agent or any of its designees as Borrower’s 's attorney-in-fact with powers, upon notification by Agent as aforesaid, to (a) access all Lock Boxes and (b) endorse for payment any checks or other instruments representing payment in respect of any Accounts of such Persons that are delivered to any Lock Box. All acts of said attorneys or designees are hereby ratified and approved, and said attorneys or designees shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined in a final order by a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law. The power of attorney set forth in this subsection 2.10B(ii) is irrevocable until all Obligations shall have been paid in full and the Commitments shall have terminated. (iii) In the event that Borrower or any of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) receives any check, cash, note or other instrument representing payment of an Account from an account debtor other than a Subsidiary of Borrower (other than any item delivered to a Lock Box), Borrower shall, or shall cause such Domestic Subsidiary to, hold such item in trust for Agent and shall, as soon as practicable (and in any event within one Business Day) after receipt thereof, cause such item to be deposited into a Lock Box Account with any necessary endorsements. (iv) Borrower hereby agrees, from and after such time, if any, as Agent shall have notified Borrower in writing that the provisions of this subsection 2.10B(iv) are to become effective until such later time, if any, as Agent shall have notified Borrower in writing that such provisions are no longer to be effective, not to deposit any monies into the Lock Box Accounts or to Concentration Accounts or to otherwise permit any monies to be deposited into any of such accounts, except payments received in respect of Borrower’s 's Accounts.

Collection and Deposit of Payments in Respect of Accounts. (i) Borrower shall, and shall cause each of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, deliver such notices to account debtors (other than any account debtor that is a Subsidiary of Borrower) and take all such other actions as may reasonably be necessary to cause all payments in respect of such Person’s Accounts to be made directly to a Lock Box or to a Concentration Account (via wire transfer). (ii) Borrower shall, or shall cause each of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, direct its authorized representative, at least once on each Business Day, to retrieve all checks and other instruments delivered to a Lock Box and, as promptly as possible on the same Business Day so retrieved, to endorse for payment and deposit each such check or other instrument in the Lock Box Account related to such Lock Box. Notwithstanding the foregoing, from and after such time as Agent shall have notified Borrower of its election to exercise its rights under this subsection 2.10B(ii), Borrower shall not, and shall not permit any of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, retrieve any items from any Lock Box unless accompanied by a representative of Agent, and Borrower hereby appoints Agent or any of its designees as Borrower’s attorney-in-fact with powers, upon notification by Agent as aforesaid, to (a) access all Lock Boxes and (b) endorse for payment any checks or other instruments representing payment in respect of any Accounts of such Persons that are delivered to any Lock Box. All acts of said attorneys or designees are hereby ratified and approved, and said attorneys or designees shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined in a final order by a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law. The power of attorney set forth in this subsection 2.10B(ii) is irrevocable until all Obligations shall have been paid in full and the Commitments shall have terminated. . (iii) In the event that Borrower or any of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) receives any check, cash, note or other instrument representing payment of an Account from an account debtor other than a Subsidiary of Borrower (other than any item delivered to a Lock Box), Borrower shall, or shall cause such Domestic Subsidiary to, hold such item in trust for Agent and shall, as soon as practicable (and in any event within one Business Day) after receipt thereof, cause such item to be deposited into a Lock Box Account with any necessary endorsements. (iv) Borrower hereby agrees, from and after such time, if any, as Agent shall have notified Borrower in writing that the provisions of this subsection 2.10B(iv) are to become effective until such later time, if any, as Agent shall have notified Borrower in writing that such provisions are no longer to be effective, not to deposit any monies into the Lock Box Accounts or to Concentration Accounts or to otherwise permit any monies to be deposited into any of such accounts, except payments received in respect of Borrower’s Accounts.

Collection and Deposit of Payments in Respect of Accounts. (i) Borrower shallTo the extent Borrowers have not already done so pursuant to the Prepetition Credit Facilities, and Borrowers shall cause each of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, deliver such notices to account debtors (other than any account debtor that is a Subsidiary of Borrower) and take all such other actions as may reasonably be necessary to cause all payments in respect of such Person’s 's Accounts to be made directly to a Lock Box or to a Concentration Account (via wire transfer)Box. (ii) Borrower shall, or Borrowers shall cause each direct their authorized representatives pursuant to the terms of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, direct its authorized representativeapplicable Lock Box Agreement, at least once on each Business Day, to retrieve all checks and other instruments delivered to a Lock Box and, as promptly as possible on the same Business Day so retrieved, to endorse for payment and deposit each such check or other instrument in the Lock Box Account related to such Lock Box. Notwithstanding the foregoing, from and after such time as DIP Agent shall have notified Borrower Borrowers of its election to exercise its rights under this subsection 2.10B(ii), Borrower shall not, and Borrowers' authorized representative shall not permit any of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time be permitted to time be required by Agent in the exercise of its reasonable discretion to be so included) to, retrieve any items from any Lock Box unless accompanied by a representative of DIP Agent, and Borrower Borrowers hereby appoints appoint DIP Agent or any of its designees as Borrower’s attorneyBorrowers' attorneys-in-fact with powers, upon notification by DIP Agent as aforesaid, to (a) access all Lock Boxes and (b) endorse for payment any checks or other instruments representing payment in respect of any Accounts of such Persons that are delivered to any Lock Box. All acts of said attorneys or designees are hereby ratified and approved, and said attorneys or designees shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined in a final order by a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law. The power of attorney set forth in this subsection 2.10B(ii) is irrevocable until all DIP Obligations shall have been paid in full and the Commitments shall have terminated. (iii) In the event that any Borrower or any of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) receives any check, cash, note or other instrument representing payment of an Account from an account debtor other than a Subsidiary of Borrower (other than any item delivered to a Lock Box), Borrower shall, or Borrowers shall cause such Domestic Subsidiary to, hold such item in trust for DIP Agent and shall, as soon as practicable (and in any event within one Business Day) after receipt thereof, cause such item to be deposited into a Lock Box Account with any necessary endorsements. (iv) Borrower Borrowers hereby agreesagree, from and after such time, if any, as DIP Agent shall have notified Borrower Borrowers in writing that the provisions of this subsection 2.10B(iv) are to become effective until such later time, if any, as DIP Agent shall have notified Borrower Borrowers in writing that such provisions are no longer to be effective, not to deposit any monies into the Lock Box Accounts or to Concentration Accounts or to otherwise permit any monies to be deposited into any of such accounts, except payments received in respect of Borrower’s Borrowers' Accounts.

Collection and Deposit of Payments in Respect of Accounts. (i) Borrower Company shall, and shall cause each of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, deliver such notices to account debtors (other than any account debtor that is a Subsidiary of Borrower) and take all such other actions as may reasonably be necessary to cause all payments in respect of such Person’s 's Accounts to be made directly to a Lock Box or to a Concentration Account (via wire transfer)Box. (ii) Borrower Until such time as a Lock Box Agreement has been executed and delivered with respect to such Lock Box, Company shall, or shall cause each of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, direct its authorized representative, at least once on each Business Day, to retrieve all checks and other instruments delivered to a Lock Box and, as promptly as possible on the same Business Day so retrieved, to endorse for payment and deposit each such check or other instrument in the Lock Box Account related to such Lock Box. Notwithstanding the foregoing, from if a Cash Management Triggering Event has occurred and after such time as is continuing and Agent shall have has notified Borrower Company of its election to exercise its rights under this subsection 2.10B(ii), Borrower Company shall not, and shall not permit any of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, retrieve any items from any Lock Box unless accompanied by a representative of Agent, and Borrower Company hereby appoints appoint Agent or any of its designees as Borrower’s attorneyCompany's attorneys-in-fact with powers, upon notification by Agent as aforesaid, to (a) access all Lock Boxes and (b) endorse for payment any checks or other instruments representing payment in respect of any Accounts of such Persons that are delivered to any Lock Box. All acts of said attorneys or designees are hereby ratified and approved, and said attorneys or designees shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful wilful misconduct as determined in a final order by a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law. The power of attorney set forth in this subsection 2.10B(ii) is irrevocable until all Obligations shall have been paid in full and the Commitments shall have terminated. (iii) In the event that Borrower Company or any of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) receives any check, cash, note or other instrument representing payment of an Account from an account debtor other than a Subsidiary of Borrower (other than any item delivered to a Lock Box), Borrower Company shall, or shall cause such Domestic Subsidiary to, hold such item in trust for Agent and shall, as soon as practicable (and in any event within one Business Day) after receipt thereof, cause such item to be deposited into a Lock Box Account with any necessary endorsements. (iv) Borrower Company hereby agrees, from if a Cash Management Triggering Event has occurred and after such time, if any, as is continuing and Agent shall have has notified Borrower Company in writing that the provisions of this subsection 2.10B(iv) are to become effective until such later time, if any, as Agent shall have notified Borrower Company in writing that such provisions are no longer to be effective, not to deposit any monies into the Lock Box Accounts or to Concentration Accounts or to otherwise permit any monies to be deposited into any of such accounts, except payments received in respect of Borrower’s Company's Accounts.

Collection and Deposit of Payments in Respect of Accounts. (i) Each Borrower shall, and shall cause each of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, deliver such notices to account debtors (other than any account debtor that is a Subsidiary of Borrower) and take all such other actions as may reasonably be necessary to cause all payments in respect of such Person’s 's Accounts to be made directly to a Lock Box or to a Blocked Account, as applicable, except for any such payments made by wire transfer or transmitted by the automated clearing house system, with respect to which the account debtors shall be instructed to send payments to the applicable Concentration Account (via wire transfer)Accounts. (ii) Each Borrower shall, or and shall cause each of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, direct its authorized representative, at least once on each Business Day, to retrieve all checks and other instruments delivered to a Lock Box and, as promptly as possible on the same Business Day so retrieved, to endorse for payment and deposit each such check or other instrument in the Lock Box Account related to such Lock Box. Notwithstanding the foregoing, upon the occurrence and during the continuation of a Potential Event of Default or an Event of Default and from and after such time as Administrative Agent shall have notified any Borrower of its Administrative Agent's election to exercise its the rights under provided for in this subsection 2.10B(ii2.9B(ii), such Borrower shall not, and shall not permit any of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, retrieve any items from any Lock Box unless accompanied by a representative of an Agent, and each Borrower hereby appoints each Agent or any of its designees as such Borrower’s attorney's attorneys-in-fact with powers, upon notification by Administrative Agent as aforesaid, to (a) access all Lock Boxes and (b) endorse for payment any checks or other instruments representing payment in respect of any Accounts of such Persons that are delivered to any Lock Box. All acts of said attorneys or designees are hereby ratified and approved, and said attorneys or designees shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful wilful misconduct as determined in a final order by a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law. The power of attorney set forth in this subsection 2.10B(ii2.9B(ii) is irrevocable until all Obligations shall have been paid in full and the Commitments shall have terminated. (iii) In the event that any Borrower or any of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) receives any check, cash, note or other instrument representing payment of an Account from an account debtor other than a Subsidiary of Borrower (other than any item delivered to a Lock Box)Account, such Borrower shall, or shall cause such Domestic Subsidiary to, hold such item in trust for Agent and shall, as soon as practicable (and in any event within one Business Day) after receipt thereof, cause such item to be deposited into a an applicable Lock Box Account or Blocked Account, as the case may be, with any necessary endorsements. (iv) Each Borrower hereby agreesagrees on behalf of itself and on behalf of any of its Subsidiaries, from and after such time, if any, as Administrative Agent shall have notified such Borrower or such Subsidiary in writing that the provisions of this subsection 2.10B(iv2.9B(iv) are to become effective until such later time, if any, as Administrative Agent shall have notified such Borrower or such Subsidiary in writing that such provisions are no longer to be effective, not to deposit any monies into the Lock Box Accounts, the Blocked Accounts or to the Concentration Accounts or to otherwise permit any monies to be deposited into any of such accounts, except payments received in respect of such Borrower’s 's or Subsidiary's Accounts.

Collection and Deposit of Payments in Respect of Accounts. (i) Each Borrower shall, and shall cause each of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, deliver such notices to account debtors (other than any account debtor that is a Subsidiary of Borrower) and take all such other actions as may reasonably be necessary to cause all payments in respect of such Person’s 's Accounts to be made directly to a Lock Box or to a Concentration Account (via wire transfer)Box. (ii) Each Borrower shall, or shall cause each of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) applicable Subsidiary to, direct its authorized representative, at least once on each Business Day, to retrieve all checks and other instruments delivered to a Lock Box and, as promptly as possible on the same Business Day so retrieved, to endorse for payment and deposit each such check or other instrument in the Lock Box Account related to such Lock Box. Notwithstanding the foregoing, from and after such time as Agent shall have notified Borrower Borrowers of its election to exercise its rights under this subsection 2.10B(ii2.9B(ii), Borrower Borrowers shall not, and shall not permit any of its Domestic their Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, retrieve any items from any Lock Box unless accompanied by a representative of Agent, and Borrower Borrowers hereby appoints appoint Agent or any of its designees as Borrower’s attorneyBorrowers' attorneys-in-fact with powers, upon notification by Agent as aforesaid, to (a) access all Lock Boxes and (b) endorse for payment any checks or other instruments representing payment in respect of any Accounts of such Persons that are delivered to any Lock Box. All acts of said attorneys or designees are hereby ratified and approved, and said attorneys or designees shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful wilful misconduct as determined in a final order by a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law. The power of attorney set forth in this subsection 2.10B(ii2.9B(ii) is irrevocable until all Obligations shall have been paid in full and the Commitments shall have terminated. (iii) In the event that any Borrower or any of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) receives any check, cash, note or other instrument representing payment of an Account from an account debtor other than a Subsidiary of Borrower (other than any item delivered to a Lock Box), such Borrower shall, or shall cause such Domestic Subsidiary to, hold such item in trust for Agent and shall, as soon as practicable (and in any event within one Business Day) after receipt thereof, cause such item to be deposited into a Lock Box Account with any necessary endorsements. (iv) Each Borrower hereby agrees, from and after such time, if any, as Agent shall have notified Borrower Borrowers in writing that the provisions of this subsection 2.10B(iv2.9B(iv) are to become effective until such later time, if any, as Agent shall have notified Borrower Borrowers in writing that such provisions are no longer to be effective, not to deposit any monies into the Lock Box Accounts or to Concentration Accounts or to otherwise permit any monies to be deposited into any of such accounts, except payments received in respect of such Borrower’s 's Accounts.

Collection and Deposit of Payments in Respect of Accounts. (i) Borrower Company shall, and shall cause each of its Domestic Subsidiaries (to, and, as soon as possible and such Foreign Subsidiaries as may from time to time be required by Agent in any event on and after 90 days after the exercise of its reasonable discretion to be so included) Closing Date, shall cause ▇▇▇▇▇ and Glit to, deliver such notices to account debtors (other than any account debtor that is a Subsidiary of Borrower) and take all such other actions as may reasonably be necessary to cause all payments in respect of such Person’s 's Accounts to be made directly to a Lock Box or or, in the case of account debtors of Contico in the United Kingdom, to a Concentration Deposit Account (via wire transfer)of Contico that is subject to a charge pursuant to the U.K. Subsidiary Debenture. Company shall cause ▇▇▇▇▇ and Glit to establish Lock Boxes and Lock Box Accounts and enter into Lock Box Agreements within 90 days of the Closing Date and shall cause all payments in respect of Accounts of ▇▇▇▇▇ and Glit on and after 180 days after the Closing Date to be made directly to a Lock Box. (ii) Borrower Company shall, or shall cause each of its Domestic Subsidiaries (to, and, as soon as possible and such Foreign Subsidiaries as may from time to time be required by Agent in any event on and after 90 days after the exercise of its reasonable discretion to be so included) Closing Date, shall cause ▇▇▇▇▇ and Glit to, direct its the Lock Box Bank (or other authorized representativerepresentatives designated by Agent), at least once on each Business Day, to retrieve all checks and other instruments delivered to a Lock Box and, as promptly as possible on the same Business Day so retrieved, to endorse for payment and deposit each such check or other instrument in the Lock Box Account related to such Lock Box. Notwithstanding the foregoing, from and after such time as Agent shall have notified Borrower Company of its election to exercise its rights under this subsection 2.10B(ii), Borrower Company shall not, and shall not permit any of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) Subsidiaries, ▇▇▇▇▇ or Glit to, retrieve any items from any Lock Box unless accompanied by a representative of Agent, and Borrower Company hereby appoints Agent or any of its designees as Borrower’s attorneyCompany' attorneys-in-fact with powers, upon notification by Agent as aforesaid, to (a) access all Lock Boxes and (b) endorse for payment any checks or other instruments representing payment in respect of any Accounts of such Persons that are delivered to any Lock Box. All acts of said attorneys or designees are hereby ratified and approved, and said attorneys or designees shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined in a final order by a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law. The power of attorney set forth in this subsection 2.10B(ii) is irrevocable until all Obligations shall have been paid in full and the Commitments shall have terminated. (iii) In the event that Borrower Company or any of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) Subsidiaries, ▇▇▇▇▇ or Glit receives any check, cash, note or other instrument representing payment of an Account from an account debtor other than a Subsidiary of Borrower (other than any item delivered to a Lock Box), Borrower Company shall, or shall cause such Domestic Subsidiary to, hold such item in trust for Agent and shall, as soon as practicable (and in any event within one Business Day) after receipt thereof, cause such item to be deposited into a Lock Box Account with any necessary endorsements. (iv) Borrower Company hereby agrees, from and after such time, if any, as Agent shall have notified Borrower Company in writing that the provisions of this subsection 2.10B(iv) are to become effective until such later time, if any, as Agent shall have notified Borrower Company in writing that such provisions are no longer to be effective, not to deposit any monies into the Lock Box Accounts or to Concentration Accounts or to otherwise permit any monies to be deposited into any of such accounts, except payments received in respect of Borrower’s Company's Accounts.

Collection and Deposit of Payments in Respect of Accounts. (i) Each Borrower shall, and shall cause each of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, deliver such notices to account debtors (other than any account debtor that is a Subsidiary of Borrower) and take all such other actions as may reasonably be necessary to cause all payments in respect of such Person’s 's Accounts to be made directly to a Lock Box or to a Blocked Account, as applicable, except for any such payments made by wire transfer or transmitted by the automated clearing house system, with respect to which the account debtors shall be instructed to send payments to the applicable Concentration Account (via wire transfer)Accounts. (ii) Each Borrower shall, or and shall cause each of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, direct its authorized representative, at least once on each Business Day, to retrieve all checks and other instruments delivered to a Lock Box and, as promptly as possible on the same Business Day so retrieved, to endorse for payment and deposit each such check or other instrument in the Lock Box Account related to such Lock Box. Notwithstanding the foregoing, upon the occurrence and during the continuation of a Potential Event of Default or an Event of Default and from and after such time as Administrative Agent shall have notified any Borrower of its Administrative Agent's election to exercise its the rights under provided for in this subsection 2.10B(ii2.9B(ii), such Borrower shall not, and shall not permit any of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) to, retrieve any items from any Lock Box unless accompanied by a representative of an Agent, and each Borrower hereby appoints each Agent or any of its designees as such Borrower’s attorney-'s attorneys- in-fact with powers, upon notification by Administrative Agent as aforesaid, to (a) access all Lock Boxes and (b) endorse for payment any checks or other instruments representing payment in respect of any Accounts of such Persons that are delivered to any Lock Box. All acts of said attorneys or designees are hereby ratified and approved, and said attorneys or designees shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful wilful misconduct as determined in a final order by a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law. The power of attorney set forth in this subsection 2.10B(ii2.9B(ii) is irrevocable until all Obligations shall have been paid in full and the Commitments shall have terminated. (iii) In the event that any Borrower or any of its Domestic Subsidiaries (and such Foreign Subsidiaries as may from time to time be required by Agent in the exercise of its reasonable discretion to be so included) receives any check, cash, note or other instrument representing payment of an Account from an account debtor other than a Subsidiary of Borrower (other than any item delivered to a Lock Box)Account, such Borrower shall, or shall cause such Domestic Subsidiary to, hold such item in trust for Agent and shall, as soon as practicable (and in any event within one Business Day) after receipt thereof, cause such item to be deposited into a an applicable Lock Box Account or Blocked Account, as the case may be, with any necessary endorsements. (iv) Each Borrower hereby agreesagrees on behalf of itself and on behalf of any of its Subsidiaries, from and after such time, if any, as Administrative Agent shall have notified such Borrower or such Subsidiary in writing that the provisions of this subsection 2.10B(iv2.9B(iv) are to become effective until such later time, if any, as Administrative Agent shall have notified such Borrower or such Subsidiary in writing that such provisions are no longer to be effective, not to deposit any monies into the Lock Box Accounts, the Blocked Accounts or to the Concentration Accounts or to otherwise permit any monies to be deposited into any of such accounts, except payments received in respect of such Borrower’s 's or Subsidiary's Accounts.