Common use of Collection of Accounts and Proceeds of Collateral Clause in Contracts

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accounts, each Borrower shall endeavor in the first instance to make collection of such Borrower's Accounts for Agent and Lenders. Borrowers shall request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such Dominion Account (or lockboxes related to the Dominion Account), and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into the Dominion Account. Borrowers shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. All Payment Items received by any Borrower in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower as trustee of an express trust for Agent's and Lenders' benefit; Borrowers shall immediately deposit same in kind in the Dominion Account. Agent retains the right at all times that an Event of Default exists to notify Account Debtors of any Borrower that Accounts have been assigned to Agent, to collect Accounts directly in its own name (and, in connection therewith, to settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of any Accounts upon such terms and conditions as Agent may deem advisable in its reasonable credit judgment and to charge to Borrowers the collection costs and expenses incurred by Agent, including reasonable attorneys' fees).

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accounts, each Borrower shall endeavor in the first instance to make collection of such Borrower's ’s Accounts for Agent and LendersLenders and, in connection therewith, shall use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or collateral security relating to each such Account. Borrowers Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such the applicable Dominion Account (or lockboxes related to the such Dominion Account), and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into the Dominion Account. Borrowers shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. All Payment Items received by any Borrower in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower as trustee of an express trust for Agent's ’s and Lenders' ’ benefit; Borrowers each Borrower shall immediately deposit same in kind in the applicable Dominion Account; and Agent may remit such proceeds to Lenders for application to the Obligations in the manner authorized by this Agreement. Agent retains the right at all times that a Default or an Event of Default exists to notify Account Debtors of any Borrower that Accounts have been assigned to Agent, to collect Accounts directly in its own name (and, in connection therewith, to charge to Borrowers the collection costs and expenses incurred by Agent, including reasonable out-of-pocket attorneys’ fees). At any time an Event of Default exists, Agent shall have the right to settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of any Accounts upon such terms and conditions as Agent may deem advisable in its reasonable credit judgment advisable, and to charge to Borrowers the collection deficiencies, costs and expenses incurred by Agentthereof, including reasonable out-of-pocket attorneys' ’ fees), to Borrowers.

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accounts, each Borrower shall endeavor in the first instance to make collection of such Borrower's Accounts for Administrative Agent and Lenders. Borrowers Lenders and, in connection therewith, shall request use commercially reasonable efforts to keep in writing full force and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such Dominion Account (effect any Supporting Obligation or lockboxes related to the Dominion Account), and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment collateral security relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into the Dominion Account. Borrowers shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. All Payment Items received by any Borrower in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower as trustee of an express trust for Administrative Agent's and Lenders' benefit; Borrowers shall immediately promptly, and in any event no later than the seventh Business Day after the date of receipt thereof, deposit the same in kind in the Dominion AccountCollection Accounts; and Administrative Agent may remit such proceeds to Lenders for application to the Obligations in the manner authorized by this Agreement. Administrative Agent retains the right at all times that an Event of Default exists to notify Account Debtors on Wholesale Receivables of any Borrower that Accounts Wholesale Receivables have been assigned to Administrative Agent, to collect Accounts Wholesale Receivables directly in its own name (and, in connection therewith, and to charge to Borrowers the collection costs and expenses incurred by Administrative Agent, including reasonable attorneys' fees). At any time an Event of Default exists, Administrative Agent shall have the right to settle or adjust all disputes and claims directly with the Account Debtor on Wholesale Receivables and to compromise the amount or extend the time for payment of any Accounts Wholesale Receivables upon such terms and conditions as Administrative Agent may deem advisable in its reasonable credit judgment advisable, and to charge to Borrowers the collection deficiencies, costs and expenses incurred by Agentthereof, including reasonable attorneys' fees), to Borrowers.

Collection of Accounts and Proceeds of Collateral. To expedite collection (a) If any Borrower or any Affiliate receives any monies, checks, notes, drafts, and other payments relating to or constituting proceeds of Accountsaccounts or of any other Collateral, such Borrower shall immediately (but in any event within 3 Business Days) deposit such items in kind in a Collections Account, fully-endorsed. Each Borrower shall advise each Account Debtor that remits amounts payable on the accounts or any other Person that remits amounts to such Borrower in respect of any of the Collateral by wire transfer or Automated Clearing House to make such remittances directly to a Collections Account. (b) Each Borrower shall establish a Lockbox and shall cause all moneys, checks, notes, drafts and other payments relating to or constituting proceeds of accounts, or of any other Collateral, to be forwarded to a Lockbox for deposit in a Collections Account, provided that SLG shall not be required to establish a Lockbox so long as SLG does not own any material assets (other than the Equity Interests of its Subsidiaries) or engage in any operations or business (other than maintaining its corporate existence, and participating in tax, accounting, and other administrative activities with respect to its Subsidiaries). In particular, each Borrower shall endeavor in will (i) advise each Account Debtor to address to the first instance Lockbox specified by Lender all remittances with respect to make collection amounts payable on all accounts of such Borrower's Accounts for Agent and Lenders. Borrowers shall request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such Dominion Account (or lockboxes related to the Dominion Account), and (ii) deposit and cause its Subsidiaries stamp all invoices relating to deposit or cause any such amounts with a legend satisfactory to Lender indicating that payment is to be deposited promptlymade to such Borrower via the specified Lockbox. (c) To the extent applicable, each Borrower and Lender shall cause all balances in any event no later than deposit account into which the first Business Day after the date proceeds of receipt thereof, all cash, checks, drafts accounts or other similar items of payment relating collateral are deposited to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered be transmitted daily to a lockboxCollections Account by wire transfer or depository transfer check or Automated Clearing House transfer. (d) into the Dominion Account. Borrowers shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all Any payments or other remittances received in the lockbox to the Dominion Account. All Payment Items which are received by any Borrower or any Affiliate (including any payment evidenced by a promissory note or other instrument) shall be held in respect of its Accountstrust for Lender and shall be (i) deposited in a Collections Account, or (ii) delivered to Lender, as promptly as possible in the exact form received, together with the proceeds of any other Collateral, shall be held by such Borrower as trustee of an express trust for Agent's and Lenders' benefit; necessary endorsements. (e) Borrowers shall immediately deposit same in kind in the Dominion Account. Agent retains the right at pay all times that an Event of Default exists to notify Account Debtors of any Borrower that Accounts have been assigned to Agentcustomary fees, to collect Accounts directly in its own name (and, in connection therewith, to settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of any Accounts upon such terms and conditions as Agent may deem advisable in its reasonable credit judgment and to charge to Borrowers the collection costs and expenses incurred by Agentin connection with opening and maintaining any Collections Account or Lockbox, including reasonable attorneys' fees)as applicable.

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accounts, each Borrower Obligor shall endeavor endeavor, at such Obligor’s expense, in the first instance to make collection of such Borrower's Obligor’s Accounts for Agent and LendersLenders and, in connection therewith, shall use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or collateral security relating to each such Account. Borrowers Obligors shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment payment, after the occurrence of a Trigger Event, directly to such the Dominion Account (or lockboxes to Lockboxes related to the Dominion Account), and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) Lockbox), after the occurrence of a Trigger Event, into the Dominion Account. Borrowers Obligors shall issue to each such lockbox Lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox Lockbox, after the occurrence of a Trigger Event, to the Dominion Account, with respect to remittances received in a Borrower’s Lockbox. All Payment Items received by any Borrower Obligor in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower Obligor as trustee of an express trust for Agent's ’s and Lenders' ’ benefit; Borrowers such Obligor shall immediately deposit same in kind kind, after the occurrence of a Trigger Event with respect to Payment Items received by an Obligor, in the Dominion Account; and Agent may remit such proceeds received in the Dominion Account to Lenders for application to the Obligations in the manner authorized by this Agreement. Agent retains the right at all times that a Default or an Event of Default exists to notify Account Debtors of any Borrower Obligor that Accounts have been assigned to Agent, Agent and to collect Accounts directly in its own name (and, in connection therewith, to settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of any Accounts upon such terms and conditions as Agent may deem advisable in its reasonable credit judgment and to charge to Borrowers Obligors the collection costs and expenses incurred by Agent, including reasonable attorneys' ’ fees).

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accounts, each Borrower shall endeavor in the first instance to make collection of such Borrower's ’s Accounts for Administrative Agent and Lenders. Borrowers Lenders and, in connection therewith, shall request use commercially reasonable efforts to keep in writing full force and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such Dominion Account (effect any Supporting Obligation or lockboxes related to the Dominion Account), and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment collateral security relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into the Dominion Account. Borrowers shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. All Payment Items received by any Borrower in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower as trustee of an express trust for Administrative Agent's ’s and Lenders' ’ benefit; Borrowers shall immediately promptly, and in any event no later than the seventh Business Day after the date of receipt thereof, deposit the same in kind in the Dominion AccountCollection Accounts; and Administrative Agent may remit such proceeds to Lenders for application to the Obligations in the manner authorized by this Agreement. Administrative Agent retains the right at all times that an Event of Default exists to notify Account Debtors on Wholesale Receivables of any Borrower that Accounts Wholesale Receivables have been assigned to Administrative Agent, to collect Accounts Wholesale Receivables directly in its own name (and, in connection therewith, and to charge to Borrowers the collection costs and expenses incurred by Administrative Agent, including reasonable attorneys’ fees). At any time an Event of Default exists, Administrative Agent shall have the right to settle or adjust all disputes and claims directly with the Account Debtor on Wholesale Receivables and to compromise the amount or extend the time for payment of any Accounts Wholesale Receivables upon such terms and conditions as Administrative Agent may deem advisable in its reasonable credit judgment advisable, and to charge to Borrowers the collection deficiencies, costs and expenses incurred by Agentthereof, including reasonable attorneys' ’ fees), to Borrowers.

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accountscollection, each Borrower shall endeavor in the first instance to make collection of such Borrower's Accounts for Agent and Lenders. Borrowers shall request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such the Dominion Account (or lockboxes related to the Dominion Account), and (ii) deposit and cause its their Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into the Dominion Account. Borrowers shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. All Payment Items received by any Borrower in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower as trustee of an express trust for Agent's and Lenders' benefit; Borrowers such Borrower shall immediately deposit same in kind in the Dominion Account; and Agent may remit such proceeds to Lenders for application of such proceeds to the Obligations in the manner authorized by this Agreement. Agent retains the right at all times that a Default or an Event of Default exists to notify Account Debtors of any Borrower that Accounts have been assigned to Agent, Agent and to collect Accounts directly in its own name (and, in connection therewith, to settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of any Accounts upon such terms and conditions as Agent may deem advisable in its reasonable credit judgment and to charge to Borrowers the collection costs and expenses incurred by AgentAgent or Lenders, including reasonable attorneys' fees).

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accounts, each Borrower shall endeavor in the first instance to make collection of such Borrower's ’s Accounts for Agent Lender and, in connection therewith, shall use commercially reasonable efforts to keep in full force and Lenderseffect any Supporting Obligation or collateral security relating to each such Account. Borrowers Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such the applicable Dominion Account (or lockboxes related to the such Dominion Account), and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into the Dominion Account. Borrowers shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. All Payment Items received by any Borrower in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower as trustee of an express trust for Agent's Lender’s benefit, and Lenders' benefit; Borrowers each Borrower shall immediately deposit same in kind in the applicable Dominion Account. Agent All Payment Items received by any Borrower in respect of its Accounts, together with the proceeds of any other Collateral, will be made available to Borrowers as and to the extent provided in the DIP Financing Orders. Lender retains the right at all times that a Default or an Event of Default exists to notify Account Debtors of any Borrower that Accounts have been assigned to AgentLender, to collect Accounts directly in its own name (and, in connection therewith, to charge to Borrowers the collection costs and expenses incurred by Lender, including reasonable out-of-pocket attorneys’ fees). At any time that an Event of Default exists, Lender shall have the right to settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of any Accounts upon such terms and conditions as Agent Lender may deem advisable in its reasonable credit judgment advisable, and to charge to Borrowers the collection deficiencies, costs and expenses incurred by Agentthereof, including reasonable out-of-pocket attorneys' ’ fees), to Borrowers.

Collection of Accounts and Proceeds of Collateral. To expedite collection of Accounts, each Borrower shall endeavor in the first instance to make collection of such Borrower's ’s Accounts for Agent Lender and, in connection therewith, shall use commercially reasonable efforts to keep in full force and Lenders. Borrowers shall request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such Dominion Account (effect any Supporting Obligation or lockboxes related to the Dominion Account), and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment collateral security relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into the Dominion Account. Borrowers shall issue to each such lockbox bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Dominion Account. All Payment Items received by any Borrower in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower as trustee of an express trust for Agent's and Lenders' Lender’s benefit; and Borrowers shall immediately promptly deposit the same in kind in the Dominion AccountCollection Accounts. Agent Lender retains the right at all times that an Event of Default exists to notify Account Debtors on Wholesale Receivables of any Borrower that Accounts Wholesale Receivables have been assigned to AgentLender, to collect Accounts Wholesale Receivables directly in its own name (and, in connection therewith, and to charge to Borrowers the collection costs and expenses incurred by Lender, including reasonable attorneys’ fees). At any time an Event of Default exists, Lender shall have the right to settle or adjust all disputes and claims directly with the Account Debtor on Wholesale Receivables and to compromise the amount or extend the time for payment of any Accounts Wholesale Receivables upon such terms and conditions as Agent Lender may deem advisable in its reasonable credit judgment advisable, and to charge to Borrowers the collection deficiencies, costs and expenses incurred by Agentthereof, including reasonable attorneys' ’ fees), to Borrowers.