Common use of Collection of Accounts Receivable; Management of Collateral Clause in Contracts

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Effective Date, the Borrowers shall assist the Agents in (i) acquiring control over the Existing Lockboxes or, if requested by the Agents, establishing, and, during the term of this Agreement, maintaining one or more replacement lockboxes in the name of the Administrative Agent and identified on Schedule 8.01 hereto (collectively, the "LOCKBOXES") with the Existing Lockbox Bank or other financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Borrowers and acceptable to the Agents in their sole discretion (each being referred to as a "LOCKBOX BANK"), and (ii) establishing, and during the term of this Agreement, maintaining accounts (each a "COLLECTION ACCOUNT" and, collectively, the "COLLECTION ACCOUNTS") in the name of the Administrative Agent with each Lockbox Bank. Each Borrower shall irrevocably instruct its Account Debtors, with respect to Accounts Receivable of such Person (and Physical Electronics shall so direct the Specified Joint Venture), to remit all payment to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payments as directed by the Administrative Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Parent to the contrary after the occurrence and during the continuance of an Event of Default, the Borrowers may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Borrowers for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Borrowers' joint and several expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by any Borrowers from any Account Debtor, as proceeds from Accounts Receivable of such Borrower, or as proceeds of any other

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to The Borrower and the Effective Date, the Borrowers Guarantors shall assist the Agents in (i) acquiring control over the Existing Lockboxes or, if requested by the Agents, establishing, andAdministrative Agent in, during the term of this Agreement, maintaining one or more replacement lockboxes in blocked accounts (the name of the Administrative Agent and identified on Schedule 8.01 hereto (collectively, the "LOCKBOXES"“Blocked Accounts”) with respect to the Existing Lockbox Bank or other Borrower’s and the Guarantors’ principal concentration accounts with the financial institutions institution set forth on Schedule 8.01 hereto or such other financial institutions selected by (the Borrowers and acceptable to the Agents in their sole discretion (each being referred to as a "LOCKBOX BANK"“Blocked Account Bank”), and entering into a control agreement (iia “Blocked Account Agreement”) establishingrelating to the Blocked Accounts with the Borrower or the applicable Guarantor, Collateral Agent, and during the term of this Agreement, maintaining accounts (each a "COLLECTION ACCOUNT" and, collectively, the "COLLECTION ACCOUNTS") in the name of the Administrative Agent with each Lockbox Blocked Account Bank. Each of the Borrower and each of its Subsidiaries shall irrevocably instruct its Account Debtors, with respect to its Accounts Receivable of such Person (and Physical Electronics shall so direct the Specified Joint Venture)Receivable, to remit all payment to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by them, whether by means of checks or other drafts or by wire transfer or by Automated Clearing House, Inc. payments as directed by payment, directly to the Administrative Agent Borrower or to a Blocked Account and shall instruct each Lockbox the Blocked Account Bank to deposit all amounts received in its Lockbox by it to the Collection a Blocked Account at such Lockbox Blocked Account Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Parent to the contrary after ; provided that upon the occurrence and during the continuance of an Event of Default, the Borrowers may and will enforce, collect and receive all amounts owing on the Accounts Receivable each of the Borrowers for the Administrative Agent's benefit Borrower and on the Administrative Agent's behalf, but at the Borrowers' joint and several expense; such privilege each of its Subsidiaries shall terminateeither, at the election option of the Collateral Agent, (i) irrevocably instruct its Account Debtors, with respect to its Accounts Receivable, to remit all payments to be made by them directly to a Blocked Account, or (ii) (A) establish and maintain one or more lockboxes in the name of the Collateral Agent with the Blocked Account Bank or another financial institution that is acceptable to the Collateral Agent in its sole discretion, (B) establish and maintain an account in the name of the Collateral Agent with the financial institutions referred to the foregoing clause (A) for the deposit of any Agentamounts received in such lockboxes, upon and (C) irrevocably instruct its Account Debtors, with respect to its Accounts Receivable, to remit all payments to be made by checks or other drafts to such lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment directly to the occurrence and during account referred to in the continuance of any Event of Defaultforegoing clause (B). All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Borrower or any Borrowers of its Subsidiaries from any Account Debtor, as proceeds from their Accounts Receivable of such BorrowerReceivable, or as proceeds of any otherother Collateral, shall be held by the Borrower or such Subsidiaries in trust for the Agents and the Lenders and upon receipt be deposited by the Borrower or such Subsidiaries in original form and no later than the next Business Day after receipt thereof into a Blocked Account (or, upon the occurrence and during the continuance of an Event of Default and subsequent to the taking of the actions set forth in the proviso of the immediately preceding sentence, into the account referred to in clause (B) of such proviso). The Borrower and such Subsidiaries shall not commingle such collections with their own funds or with the proceeds of any assets not included in the Collateral. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Effective Date, the Borrowers Borrower shall assist the Agents Administrative Agent in (i) acquiring control over the Existing Lockboxes or, if requested by the Agents, establishing, and, during the term of this Agreement, maintaining one or more replacement lockboxes in the name of Foothill (or, if the Foothill Indebtedness under the Foothill Loan Agreement has been repaid in full and the Foothill Loan Agreement has been terminated, in the name of the Administrative Agent Agent) and identified on Schedule 8.01 hereto (collectively, the "LOCKBOXES"“Lockboxes”) with the Existing Lockbox Bank or other financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Borrowers Borrower and acceptable to the Agents Administrative Agent in their its sole discretion (each being referred to as a "LOCKBOX BANK"“Lockbox Bank”), and (ii) establishing, and during the term of this Agreement, maintaining accounts an account (each a "COLLECTION ACCOUNT" “Collection Account” and, collectively, the "COLLECTION ACCOUNTS"“Collection Accounts”) in the name of Foothill (or, if the Foothill Indebtedness under the Foothill Loan Agreement has been repaid in full and the Foothill Loan Agreement has been terminated, in the name of the Administrative Agent Agent) with each Lockbox Bank. Each The Borrower shall irrevocably instruct its Account Debtors, with respect to Accounts Receivable of such Person (and Physical Electronics shall so direct the Specified Joint Venture)Borrower, to remit all payment payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payments payment as directed by Foothill (or, if the Foothill Indebtedness under the Foothill Loan Agreement has been repaid in full and the Foothill Loan Agreement has been terminated, by the Administrative Agent Agent) and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Parent to the contrary after the occurrence and during the continuance of an Event of Default, the Borrowers may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Borrowers for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Borrowers' joint and several expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by any Borrowers the Borrower from any Account Debtor, as proceeds from Accounts Receivable of such the Borrower, or as proceeds of any otherother Collateral, shall be held by the Borrower in trust for the Agents and the Lenders and upon receipt be deposited by the Borrower in original form and no later than the next Business Day after receipt thereof into a Collection Account. The Borrower shall not commingle such collections with the Borrower’s own funds or the funds of any Subsidiary or Affiliate of the Borrower or with the proceeds of any assets not included in the Collateral. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Effective Date, the Borrowers Loan Parties shall assist the Agents Agent in (i) acquiring control over the Existing Lockboxes or, if requested by the Agents, establishing, and, during the term of this Agreement, maintaining one or more replacement lockboxes in the name of the Administrative Agent and identified on Schedule 8.01 hereto (collectively, the "LOCKBOXESLockboxes") with the Existing Lockbox Bank or other financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Borrowers Loan Parties and acceptable to the Agents Agent in their its sole discretion (each being referred to as a "LOCKBOX BANKLockbox Bank"), and (ii) establishing, and during the term of this Agreement, maintaining accounts an account (each a "COLLECTION ACCOUNTCollection Account" and, collectively, the "COLLECTION ACCOUNTSCollection Accounts") in the name of the Administrative Agent with each Lockbox Bank. Each Borrower The Loan Parties shall irrevocably instruct its their Account Debtors, with respect to Accounts Receivable of such Person (and Physical Electronics shall so direct the Specified Joint Venture)Loan Parties, to remit all payment payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payments payment as directed by the Administrative Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Parent Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Borrowers Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Borrowers Loan Parties for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the BorrowersLoan Parties' joint and several expense; such privilege shall terminate, at the election of any the Agent, upon the occurrence and during the continuance of any an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by any Borrowers the Loan Parties from any of their Account DebtorDebtors, as proceeds from Accounts Receivable of such Borrowerthe Loan Parties, or as proceeds of any otherother Collateral, shall be held by the Loan Parties in trust for the Agent and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Collection Account. The Loan Parties shall not commingle such collections with the Loan Parties' own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. The Agent shall charge the Loan Account on the last day of each month with two (2) collection days for all such collections. No checks, drafts or other instruments received by the Agent shall constitute final payment to the Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Agent may send a notice of assignment and/or notice of the Lenders' security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. The Loan Parties shall not, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except, in the absence of a continuing Event of Default, as permitted by Section 7.02(o). (c) Each Loan Party hereby appoints the Agent or its designee on behalf of the Agent as the Loan Parties' attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Loan Party's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Loan Party's name on any invoice or ▇▇▇▇ of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as the Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until the Term Loan and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) Nothing herein contained shall be construed to constitute the Agent as agent of any Loan Party for any purpose whatsoever, and the Agent shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties' account and to charge the Loan Parties therefor. The Loan Parties shall notify the Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Effective Date, the Borrowers each Loan Party shall assist the Agents Administrative Agent in (i) acquiring control over the Existing Lockboxes or, if requested by the Agents, establishing, and, during the term of this Agreement, maintaining one or more replacement lockboxes in the name of the Administrative Agent and identified on Schedule 8.01 hereto (collectively, the "LOCKBOXESLockboxes") with the Existing Lockbox Bank one or other more financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Borrowers Borrower and acceptable to the Agents Administrative Agent in their its sole discretion (each being referred to as a "LOCKBOX BANKLockbox Bank"), and (ii) establishing, and and, during the term of this Agreement, maintaining accounts an account (each a "COLLECTION ACCOUNTCollection Account" and, collectively, the "COLLECTION ACCOUNTSCollection Accounts") in the name of the Administrative Agent with each Lockbox Bank. Each Borrower On or prior to the Effective Date, each Loan Party shall irrevocably instruct its Account Debtors, with respect to Accounts Receivable of such Person (and Physical Electronics shall so direct the Specified Joint Venture)Loan Party, to remit all payment payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payments payment as directed by the Administrative Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account Accounts at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Parent Borrower to the contrary contrary, after (x) the occurrence and during the continuance of an a Default or Event of DefaultDefault or (y) the date on which the aggregate amount of Qualified Cash and the Revolver A Availability is less than $5,000,000 (either such event described in clause (x) or (y), the Borrowers an "Activation Event"), each Loan Party may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Borrowers such Loan Party for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Borrowers' joint and several such Loan Party's expense; such privilege shall terminate, at the election of any Administrative Agent's election, upon the occurrence and during the continuance of any Event of Defaultan Activation Event. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by any Borrowers Loan Party from any Account Debtor, as proceeds from Accounts Receivable of such Borrowerany Loan Party, or as proceeds of any otherother Collateral, shall be held by such Loan Party in trust for the Agents and the Lenders and upon receipt be deposited by such Loan Party in original form and no later than the next Business Day after receipt thereof into a Collection Account. All proceeds received by any Loan Party in the accounts identified on Schedule 8.01(a) shall, no later than the next Business Day, be transferred to a Collection Account. The Borrower shall, and shall cause each other Loan Party to, use its commercially reasonable efforts to have its customers remit its checks, drafts, notes, money orders, acceptances, cash or other evidences of Indebtedness directly to a Collection Account or a Lockbox. None of the Loan Parties shall commingle such collections with such Loan Party's own funds or the funds of any Subsidiary or Affiliate of such Loan Party that is not itself a Loan Party or with the proceeds of any assets not included in the Collateral other than with funds collected on behalf of third parties representing amounts attributable to trust fund taxes or Hydrocarbon interests of third Persons. For so long as the Administrative Agent has not directed funds received in the Collection Accounts to be sent to the Administrative Agent's Account as set forth in this Section 8.01(a), each Lockbox Bank shall transfer funds received in the Collection Accounts to the operating account of the Loan Parties specified on Schedule 8.01. During the continuance of an Activation Event, the Administrative Agent may direct that not more than 45% of all funds received in the Collection Accounts shall be sent by wire transfer or Automated Clearing House, Inc. ("ACH") payment to the Payment Office to be credited to the Administrative Agent's Account and applied to the Obligations. The Borrower shall, on a monthly basis delivery to the Administrative Agent a report (the "Cash Report") reflecting the actual percentage of ownership by the Loan Parties of all funds received from the sale of Hydrocarbons deposited into the Collection Accounts (such percentage, the "Actual Cash Sweep Percentage") and the aggregate amount of such deposits in the Collection Accounts (including, without limitation, funds collected on behalf of third parties representing amounts attributable to trust fund taxes or Hydrocarbon interest of third Persons) (the "Total Collected Cash"). In the event that the Administrative Agent has directed funds from the Collection Accounts to the Payment Office to be credited to the Administrative Agent's Account resulting in funds transferred to such account to be less than an amount equal to the Total Collected Cash multiplied by the Cash Sweep Percentage, the Administrative Agent may, in its sole discretion, direct additional funds equal to such deficiency in the Collection Accounts to be sent by wire transfer or ACH payment to the Payment Office to be credited to the Administrative Agent's Account and applied to the Obligations. In the event that the Administrative Agent has directed funds from the Collection Accounts to the Payment Office to be credited to the Administrative Agent's Account resulting in funds transferred to such account to be greater than an amount equal to the Total Collected Cash multiplied by the Cash Sweep Percentage, the Administrative Agent, shall upon five (5) Business Days' written request from the Borrower, remit funds equal to such excess to the Disbursement Account, provided that before and after giving effect to such remittance, Revolver A Availability shall not be less than $2,000,000. No checks, drafts, notes, money orders, acceptances, cash or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts, notes, money orders, acceptances, cash or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Lenders' security interest to any and all Account Debtors and, thereafter, the Collateral Agent shall have the sole right to collect the Accounts Receivable and payment intangibles of the Borrower and its Subsidiaries and/or, to the extent permitted by applicable law, take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuation of an Event of Default, the Borrower and its Subsidiaries shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account Receivable or payment intangible, compromise or settle any Account Receivable or payment intangible for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon. (c) The Borrower hereby appoints each Agent or its designee on behalf of such Agent as the Borrower's attorney-in-fact with power exercisable during the continuance of an Event of Default to (i) endorse any Loan Party's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable or payment intangibles of such Loan Party, (ii) sign any Loan Party's name on any invoice or bill of lading relating to any of the Accounts Receivable or payme▇▇ ▇ntangibles of such Loan Party, drafts against Account Debtors with respect to Accounts Receivable or payment intangibles of such Loan Party, assignments and verifications of Accounts Receivable or payment intangibles and notices to Account Debtors with respect to Accounts Receivable or payment intangibles of such Loan Party, (iii) send verification of Accounts Receivable of the Loan Parties, and (iv) after the occurrence and during the continuation of an Event of Default, notify the Postal Service authorities to change the address for delivery of mail addressed to the Loan Parties to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Commitments are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of any Loan Party for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable of the Loan Parties or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by the Loan Parties of any of the terms and conditions thereof. (e) If any Account Receivable of the Loan Parties includes a charge for any tax payable to any Governmental Authority, each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrower's account and to charge the Borrower therefor provided that such tax is not being disputed by appropriate action. The Borrower shall notify the Agents if any Account Receivable of the Loan Parties includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Borrower set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Effective Date, the Borrowers Loan Parties shall assist the Agents Funding Agent in (i) acquiring control over the Existing Lockboxes or, if requested by the Agents, establishing, and, during the term of this Agreement, maintaining maintaining, one or more replacement lockboxes blocked accounts in the name of the Administrative Funding Agent (for the benefit of the Borrower) and identified on Schedule 8.01 hereto (collectively, the "LOCKBOXESCollection Accounts") with the Existing Lockbox Bank or other financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Borrowers Loan Parties and acceptable to the Agents Funding Agent in their its sole discretion (each being referred to as a "LOCKBOX BANKCollection Account Bank"). If any Account Debtor of the Loan Parties remits payments by wire transfer or by Automated Clearing House, Inc. and (ii) establishing, and during the term of this Agreement, maintaining accounts (each does not remit such payments into a "COLLECTION ACCOUNT" and, collectivelyCollection Account, the "COLLECTION ACCOUNTS") in the name of the Administrative Agent with each Lockbox Bank. Each Borrower Loan Parties shall irrevocably instruct its such Account DebtorsDebtor, with respect to Accounts Receivable of such Person (and Physical Electronics shall so direct the Specified Joint Venture)Loan Parties, to remit all payment to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payments payment to a Collection Account or into another account as may be directed by the Administrative Agent Funding Agent. All Collections received directly by the Loan Parties from any of their Account Debtors shall be held by the Loan Parties in trust for the Agents and the Lenders and, upon receipt by the Borrower, be deposited by the Loan Parties in original form, no later than the next Business Day after receipt thereof, into a Collection Account. Each Collection Account Bank shall instruct each Lockbox Bank to deposit and/or credit all amounts received in its Lockbox to by it into the Collection Account at such Lockbox Collection Account Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. The Loan Parties shall not commingle any Collections with the Loan Parties' own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Until the Administrative Funding Agent has advised shall advise the Parent Loan Parties to the contrary after the occurrence and during the continuance of an a Specified Event of Default, the Borrowers Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Borrowers Loan Parties for and on the Administrative Funding Agent's benefit and on the Administrative Agent's behalf, but at the BorrowersLoan Parties' joint expense, and several expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of any a Specified Event of Default. All Subject to Section 2.05 and prior to the occurrence of a Specified Event of Default, the Loan Parties may use the proceeds of Collateral in the ordinary course of business. After the occurrence and during the continuance of a Specified Event of Default or pursuant to the provisions of Section 2.05(c)(vi) with respect to proceeds subject to a Reinvestment Certificate, at the election of any Agent, upon its sole and absolute discretion, or at the request of the Required Lenders, all funds received in the Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Funding Agent's Account for application at the end of each Business Day to reduce the then principal balance of the Revolving Loans, conditional upon final payment to the Funding Agent. No checks, drafts or other instruments received by the Funding Agent shall constitute final payment to the Funding Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Lenders' security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. The Loan Parties shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except, in the absence of a continuing Event of Default, as permitted by Section 7.02(o). (c) Each Loan Party hereby appoints each Agent or its designee on behalf of such Agent as the Loan Parties' attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Loan Party's name upon any notes, acceptances, checks, drafts, notes, money orders, acceptances, cash and orders or other evidences of Indebtedness payment relating to the Accounts Receivable, to sign any Loan Party's name on any invoice or bill of lading relating to any of the Accounts Receivable, drafts aga▇▇▇▇ Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of any Loan Party for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received directly in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by any Borrowers from Loan Party of any of the terms and conditions thereof. (e) If any Account DebtorReceivable includes a charge for any tax payable to any Governmental Authority, as proceeds from Accounts each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties' account and to charge the Loan Parties therefor. The Loan Parties shall notify the Agents if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such Borrowernotice, the Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as proceeds of any otherprovided by law.

Collection of Accounts Receivable; Management of Collateral. (a) On Within on or prior to the Effective Date, the Borrowers shall assist the Agents Administrative Agent in (i) acquiring control over the Existing Lockboxes or, if requested by the Agents, establishing, and, during the term of this Agreement, maintaining one or more replacement lockboxes in the name of the Administrative Agent and which shall be identified on Schedule 8.01 hereto in writing (collectively, the "LOCKBOXESLockboxes") with the Existing Lockbox Bank or other financial institutions set forth on Schedule 8.01 hereto in such writing or such other financial institutions selected by the Borrowers and acceptable to the Agents Administrative Agent in their its sole discretion (each being referred to as a "LOCKBOX BANKLockbox Bank"), and (ii) establishing, and during the term of this Agreement, maintaining accounts an account (each a "COLLECTION ACCOUNTCollection Account" and, collectively, the "COLLECTION ACCOUNTSCollection Accounts") in the name of the Administrative Agent with each Lockbox Bank. Each Borrower The Borrowers shall irrevocably instruct its their Account Debtors, with respect to Accounts Receivable of such Person (and Physical Electronics shall so direct the Specified Joint Venture)Borrowers, to remit all payment to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payments as directed by the Administrative Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Parent Administrative Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Borrowers may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Borrowers for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Borrowers' joint and several expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by any the Borrowers from any Account Debtor, as proceeds from Accounts Receivable of such Borrowerthe Borrowers, or as proceeds of any otherother Collateral, shall be held by the Borrowers in trust for the Agents and the Lenders and upon receipt be deposited by the Borrowers in original form and no later than the next Business Day after receipt thereof into a Collection Account. The Borrowers shall not commingle such collections with the Borrowers' own funds or the funds of any Subsidiary or Affiliate of the Borrowers or with the proceeds of any assets not included in the Collateral. The Administrative Agent shall charge the Loan Account on the last day of each month with two (2) collection days for all such collections. Subject to the provisions of Section 2.05(c)(v) hereof, all funds received in the Collection Account shall be sent by wire transfer or Automated Clearing House Inc. payment to the Payment Office to be credited to the Administrative Agent's Account for application at the end of each Business Day to reduce the then principal balance of the Revolving Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instrument received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Lenders' security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Collateral Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except, in the absence of a continuing Event of Default, as permitted by Section 7.02(o). (c) The Borrowers hereby appoint each Agent or its designee on behalf of such Agent as the Borrowers' attorney-in-fact with power exercisable during the continuance of any Event of Default to endorse the Borrowers' names upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign the Borrowers' names on any invoice or bill ▇▇ lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivables, to send verification of Accounts Receivable, and, to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrowers to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designate shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of the Borrowers for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of the Agents constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of the Agents constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by the Borrowers of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Agents are hereby authorized (but in no event obligated) in their discretion to pay the amount thereof to the proper taxing authority for the Borrowers' account and to charge the Borrowers therefor. The Administrative Borrower shall notify the Agents if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable.

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Effective Date, and pursuant to the Borrowers shall assist Cash Management Order, the Agents Issuer shall, in a manner satisfactory to the Required Holders and the Collateral Agent (i) acquiring control over the Existing Lockboxes or, if requested by the Agents, establishingestablish, and, during the term of this Agreement, maintaining maintain, one or more replacement lockboxes subject to a first priority Liens in the name favor of the Administrative Collateral Agent for the benefit of the Agents and the Holders and identified on Schedule 8.01 9.01 hereto (collectively, the "LOCKBOXES"“Lockboxes”) with the Existing Lockbox Bank or other financial institutions set forth on Schedule 8.01 9.01 hereto or such other financial institutions selected by the Borrowers Issuer and acceptable to the Agents Required Holders and the Collateral Agent in their sole discretion (each being referred to as a "LOCKBOX BANK"“Lockbox Bank”), and (ii) establishingestablish, and during the term of this Agreement, maintaining maintain, one or more accounts (each each, a "COLLECTION ACCOUNT" “Collection Account” and, collectively, the "COLLECTION ACCOUNTS"“Collection Accounts”) subject to a first priority Lien in the name favor of the Administrative Collateral Agent for the benefit of the Agents and the Holders with each Lockbox Bank. Each Borrower The Issuer shall irrevocably instruct its Account Debtors, with respect to Accounts Receivable of such Person (and Physical Electronics shall so direct the Specified Joint Venture)Issuer, to remit all payment payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payments as directed by (“ACH”) payment to the Administrative Agent Collection Account and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent Collateral Agent, at the written direction of the Required Holders, has advised the Parent Issuer to the contrary after the occurrence and during the continuance of an Event of Default, the Borrowers Issuer may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Borrowers Issuer for the Administrative Collateral Agent's ’s benefit and on the Administrative Collateral Agent's ’s behalf, but at the Borrowers' joint and several Issuer’s expense; such privilege shall terminate, at the written election of any Agentthe Required Holders, upon the occurrence and during the continuance of any an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by any Borrowers the Issuer from any of its Account DebtorDebtors, as proceeds from Accounts Receivable of such Borrowerthe Issuer, or as proceeds of any otherother Collateral, shall be held by the Issuer in trust for the Agents and the Holders and upon receipt be deposited by the Issuer in original form and no later than the next Business Day after receipt thereof into a Collection Account. The Issuer shall not commingle such collections with the Issuer’s own funds or with the proceeds of any assets not included in the Collateral. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent, at the written direction of the Required Holders, may instruct any or all of the Lockbox Banks, by delivery of a Notice of Sole Control (i) that such Lockbox Banks shall no longer accept the instructions of the Issuer and (ii) that all funds received in the Collection Account shall be sent on each Business Day by wire transfer or ACH payment to the Concentration Account. All funds received in the Concentration Account shall be sent on each Business Day by wire transfer or ACH payment to the Collateral Agent’s Account to be credited to the Collateral Agent’s Account for application at the end of each Business Day on which such funds are received in the Collateral Agent’s Account to reduce the then outstanding amount of the Obligations, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Collateral Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may, at the written direction of the Required Holders send a notice of assignment and/or notice of the Holders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. The Issuer shall not, without prior written consent of the Collateral Agent given at the written direction of the Required Holders, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except, in the absence of a continuing Event of Default, in the ordinary course of its business. (c) The Issuer hereby appoints each Agent or its designee on behalf of such Agent as the Issuer’s attorney-in-fact with power exercisable during the continuance of an Event of Default, at the written direction of the Required Holders, to endorse the Issuer’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign the Issuer’s name on any invoice or bill of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the postal service authorities to change the address for delivery of mail addressed to the Issuer to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Obligations under the Note Documents are paid in full and all of the Note Documents are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of the Issuer for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal). The Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by the Issuer of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Issuer’s account and to charge the Issuer therefor. The Issuer shall notify the Agents if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Note Documents, the rights and remedies of the Agents and the Holders herein provided, and the obligations of the Issuer set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Note Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the date that is (i) 30 days after the Effective DateDate with respect to the US Loan Parties and (ii) 45 days after the Effective Date with respect to Foreign Loan Parties, the Borrowers Loan Parties shall assist the Agents Administrative Agent in (i) acquiring control over the Existing Lockboxes or, if requested by the Agents, establishing, and, during the term of this Agreement, maintaining one or more replacement lockboxes in blocked accounts (the name of the Administrative Agent and identified on Schedule 8.01 hereto (collectively, the "LOCKBOXES"“Blocked Accounts”) with respect to the Existing Lockbox Bank or other Loan Parties’ and their respective Subsidiaries’ principal concentration accounts with the financial institutions institution set forth on Schedule 8.01 hereto or such other financial institutions selected by (the Borrowers and acceptable to the Agents in their sole discretion (each being referred to as a "LOCKBOX BANK"“Blocked Account Bank”), and (ii) establishingentering into a control agreement relating to the Blocked Account with the applicable Loan Party, Collateral Agent, and during the term of this Agreement, maintaining accounts (each a "COLLECTION ACCOUNT" and, collectively, the "COLLECTION ACCOUNTS") in the name of the Administrative Agent with each Lockbox Blocked Account Bank. Each Borrower Loan Party and each of their respective Subsidiaries shall irrevocably instruct its Account Debtors, with respect to their Accounts Receivable of such Person (and Physical Electronics shall so direct the Specified Joint Venture)Receivable, to remit all payment to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by them, whether by means of checks or other drafts or by wire transfer or by Automated Clearing House, Inc. payments as directed by the Administrative Agent payment, to a Blocked Account and shall instruct each Lockbox the Blocked Account Bank to deposit all amounts received in its Lockbox by it to the Collection a Blocked Account at such Lockbox Blocked Account Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Parent to the contrary after the occurrence Each Loan Party and during the continuance each of an Event of Default, the Borrowers may and their respective Subsidiaries will enforce, collect and receive all amounts owing on the their Accounts Receivable of the Borrowers for the Administrative Agent's Agents’ benefit and on the Administrative Agent's ’s behalf, but at the Borrowers' joint and several such Loan Party’s expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance continuation of any Event of Defaulta Triggering Event. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by any Borrowers Loan Party or any of their respective Subsidiaries from any Account Debtor, as proceeds from their Accounts Receivable of such BorrowerReceivable, or as proceeds of any otherother Collateral, shall be held by such Loan Party or such Subsidiaries in trust for the Agents and the Lenders and upon receipt be deposited by such Loan Party or such Subsidiaries in original form and no later than the next Business Day after receipt thereof into a Blocked Account. The Loan Parties and such Subsidiaries shall not commingle such collections with their own funds or with the proceeds of any assets not included in the

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Effective Date, the Borrowers Loan Parties shall assist the Agents Agent in (i) acquiring control over the Existing Lockboxes or, if requested by the Agents, establishing, and, during the term of this Agreement, maintaining one or more replacement lockboxes in the name of the Administrative Agent and identified on Schedule 8.01 hereto (collectively, the "LOCKBOXES"“Lockboxes”) with the Existing Lockbox Bank or other financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Borrowers Loan Parties and acceptable to the Agents Agent in their its sole discretion (each being referred to as a "LOCKBOX BANK"“Lockbox Bank”), and (ii) establishing, and during the term of this Agreement, maintaining accounts an account (each a "COLLECTION ACCOUNT" “Collection Account” and, collectively, the "COLLECTION ACCOUNTS"“Collection Accounts”) in the name of the Administrative Agent with each Lockbox Bank. Each Borrower The Loan Parties shall irrevocably instruct its their Account Debtors, with respect to Accounts Receivable of such Person (and Physical Electronics shall so direct the Specified Joint Venture)Loan Parties, to remit all payment payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payments payment as directed by the Administrative Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Parent Loan Parties to the contrary after the occurrence and during the continuance of an Event of Default, the Borrowers Loan Parties may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Borrowers Loan Parties for the Administrative Agent's ’s benefit and on the Administrative Agent's ’s behalf, but at the Borrowers' joint and several Loan Parties’ expense; such privilege shall terminate, at the election of any the Agent, upon the occurrence and during the continuance of any an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by any Borrowers the Loan Parties from any of their Account DebtorDebtors, as proceeds from Accounts Receivable of such Borrowerthe Loan Parties, or as proceeds of any otherother Collateral, shall be held by the Loan Parties in trust for the Agent and the Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Collection Account. The Loan Parties shall not commingle such collections with the Loan Parties’ own funds or the funds of any of their Subsidiaries or Affiliates or with the proceeds of any assets not included in the Collateral. Prior to the occurrence of an Event of Default, all funds received in the Collection Accounts shall be processed by the respective Lockbox Banks in accordance with the instructions of officers or agents of the Borrower. After the occurrence and during the continuance of an Event of Default, the Agent may give notice to the respective Lockbox Banks that all funds received in the Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Agent’s Account for application at the end of each Business Day to reduce the then outstanding Obligations, conditional upon final payment to the Agent. No checks, drafts or other instruments received by the Agent shall constitute final payment to the Agent unless and until such checks, drafts or instruments have actually been collected.

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Effective Date, the Borrowers The Parent and its Subsidiaries shall assist the Agents Administrative Agent in (i) acquiring control over the Existing Lockboxes or, if requested by the Agents, establishing, and, during the term of this Agreement, maintaining one or more replacement lockboxes in the name of the Administrative Agent and identified on Schedule 8.01 hereto (collectively, the "LOCKBOXES"“Lockboxes”) with the Existing Lockbox Bank or other financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Borrowers Borrower and reasonably acceptable to the Agents Administrative Agent in their its sole discretion (each being referred to as a "LOCKBOX BANK"an “Account Control Bank”), and (ii) establishing, and during the term of this Agreement, maintaining deposit accounts (each each, a "COLLECTION ACCOUNT" “Control Account” and, collectively, the "COLLECTION ACCOUNTS"“Control Accounts”) in the name of with each Account Control Bank. The Parent and its Subsidiaries shall assist the Administrative Agent in entering into Account Control Agreements relating to the Control Accounts with each Lockbox the applicable Loan Party, Administrative Agent, and the Account Control Bank. Each Borrower The Parent and its Subsidiaries shall irrevocably instruct (it being understood and agreed that payment instructions set forth on invoices are sufficient to satisfy such instruction) its Account DebtorsDebtors and Credit Card Processors, with respect to Accounts Receivable of such Person (and Physical Electronics shall so direct the Specified Joint Venture)Borrower, to remit all payment payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payments as directed by the Administrative Agent payment to a Control Account and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Control Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised ; provided that the Parent and its Subsidiaries shall not be required to so instruct an Account Debtor if (i) the contrary after the occurrence and during the continuance aggregate amount of an Event of Default, the Borrowers may and will enforce, collect and receive all amounts owing on the Accounts Receivable related to such Account Debtor was less than $25,000 during the most recently ended 12 month period, and (ii) the aggregate amount of the Borrowers for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Borrowers' joint and several expense; Accounts Receivable related to all Account Debtors to whom no such privilege shall terminate, at the election of any Agent, upon the occurrence and instruction is given was less than $50,000 during the continuance of any Event of Defaultmost recently ended 12 month period. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Parent or any Borrowers of its Subsidiaries from any Account Debtor, as proceeds from their Accounts Receivable of such BorrowerReceivable, or as proceeds of any otherother Collateral, shall be promptly deposited by the Parent or such Subsidiaries in original form into a Control Account. (b) Each Account Control Bank shall establish and maintain Account Control Agreements regarding the Control Accounts with the Administrative Agent and the applicable Loan Party, in form and substance reasonably acceptable to the Agents; provided that the Loan Parties may have investments in an aggregate amount not to exceed $100,000 in any deposit account or securities account without delivering to Agents an Account Control Agreement with respect thereto; provided further that the Grantors need not deliver an Account Control Agreement for any deposit account that is used solely as a payroll account. Except as otherwise agreed to in writing by the Administrative Agent, each such Account Control Agreement shall provide, among other things, that (i) the Account Control Bank will comply with any instructions originated by Administrative Agent directing the disposition of the funds in the applicable Control Account without further consent by the applicable Loan Party, (ii) the Account Bank has no rights of setoff or recoupment or any other claim against the applicable Control Account other than for payment of its service fees and other charges directly related to the administration of such Control Account and for returned checks or other items of payment, and (iii) from and after the date (the “Triggering Event Date”) that the Account Control Bank receives written notification from the Administrative Agent (the “Triggering Event Notice”), the Account Control Bank will forward, by daily sweep, all amounts in the applicable Control Account to the Administrative Agent’s Account. Administrative Agent agrees that it shall not (a) originate any instructions contemplated by clause (i) of the proviso in the immediately preceding sentence or (b) provide a Triggering Event Notice, in each case unless and until an Event of Default has occurred and is continuing. Once an Event of Default has occurred and is continuing, (x) Administrative Agent shall be free to exercise its right to issue a Triggering Event Notice, and (y) Administrative Agent shall issue a Triggering Event Notice upon the request of the Required Lenders. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (c) [Intentionally Omitted]. (d) [Intentionally Omitted]. (e) [Intentionally Omitted]. (f) [Intentionally Omitted]. (g) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Collection of Accounts Receivable; Management of Collateral. (a) On or prior to the Effective Date, the Borrowers Borrower and the Domestic Guarantors shall assist the Agents Administrative Agent in (i) acquiring control over the Existing Lockboxes or, if requested by the Agents, establishing, and, during the term of this Agreement, maintaining one or more replacement lockboxes in the name of the Administrative Agent and identified on Schedule 8.01 hereto (collectively, the "LOCKBOXESLockboxes") with the Existing Lockbox Bank or other financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Borrowers Borrower and acceptable to approved by the Agents in their sole discretion Administrative Agent (which approval shall not be unreasonably withheld) (each being referred to as a "LOCKBOX BANKLockbox Bank"), and (ii) establishing, and during the term of this Agreement, maintaining accounts an account (each a "COLLECTION ACCOUNT" and, collectively, the "COLLECTION ACCOUNTSCollection Account") in the name of the Administrative Agent with each Lockbox BankBank as set forth on Schedule 8.01. Each The Borrower and the Domestic Guarantors shall irrevocably instruct its their Account Debtors, with respect to Accounts Receivable of such Person (the Borrower and Physical Electronics shall so direct the Specified Joint Venture)Domestic Guarantors, to remit all payment payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payments payment as directed by the Administrative Agent and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Collection Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day. Until the Administrative Agent has advised the Parent Borrower to the contrary after the occurrence and during the continuance of an Event of Default, the Borrowers Borrower and the Domestic Guarantors may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Borrowers Borrower and such Domestic Guarantors for the Administrative Agent's benefit and on the Administrative Agent's behalf, but at the Borrowers' joint and several Borrower's expense; such privilege shall terminate, at the election of any Agent, upon the occurrence and during the continuance of any an Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Borrower or any Borrowers Domestic Guarantor from any Account Debtor, as proceeds from Accounts Receivable of the Borrower or such BorrowerDomestic Guarantor, or as proceeds of any otherother Collateral, shall be held by the Borrower or such Domestic Guarantor in trust for the Agents and the Lenders and upon receipt be deposited by the Borrower or such Domestic Guarantor in original form and no later than the next Business Day after receipt thereof into a Collection Account. Neither the Borrower nor any Domestic Guarantor shall commingle such collections with the Borrower's or such Domestic Guarantor's (as the case may be) own funds or the funds of any Subsidiary or Affiliate of the Borrower or such Domestic Guarantor (as the case may be) or with the proceeds of any assets not included in the Collateral, in each case other than with respect to the funds sent to the Borrower pursuant to Section 8.01(b) and other than the funds in the Deposit Accounts of the Borrower that will perform the cash management functions currently performed by Bank Mendes Gans. All funds received in the Collection Account shall be sent b▇ ▇▇re transfer or Automated Clearing House, Inc. payment to the Payment Office to be credited to the Administrative Agent's Account for application at the end of each Business Day to reduce the then principal balance of the Revolving Loans, conditional upon final payment to the Administrative Agent. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected. (b) All funds (other the proceeds of dividends, loans, or advances that are permitted to be made by the Borrower to the Parent pursuant to the express provisions of Section 7.02(h)), received by the Parent in its Deposit Account at Bank Mendes Gans shall be sent no later than the next Business Day after receipt ▇▇▇reof to the Borrower for deposit into the Collection Account. On or before the date that is 90 days after the Effective Date (or such longer period as the Collateral Agent shall reasonably agree), the Parent shall have closed its Deposit Account at Bank Mendes Gans and shall have transferred all cash management functions ▇▇▇formed by Bank Mendes Gans to one or more Deposit Accounts of the Borrower that are subj▇▇▇ to Control Agreements in favor of the Collateral Agent. (c) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may, and at the request of the Administrative Agent or the Required Lenders, the Collateral Agent shall, send a notice of assignment or notice of the Lenders' security interest to any and all Account Debtors and, thereafter, the Collateral Agent shall have the sole right to collect the Accounts Receivable and payment intangibles of the Borrower and the Domestic Guarantors or take possession of the Collateral and the books and records relating thereto. After the occurrence and during the continuation of an Event of Default, the Borrower and the Domestic Guarantors shall not, without prior written consent of the Agents, grant any extension of time of payment of any Account Receivable or payment intangible, compromise or settle any Account Receivable or payment intangible for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon. (d) The Borrower and each Domestic Guarantor hereby appoints each Agent or its designee on behalf of such Agent as the Borrower's and such Domestic Guarantor's attorney-in-fact provided that each Agent agrees not to exercise such power except upon the occurrence and during the continuance of an Event of Default to (i) endorse the Borrower's or such Domestic Guarantor's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable or payment intangibles of the Borrower or such Domestic Guarantor, (ii) sign the Borrower's or such Domestic Guarantor's name on any invoice or bill of lading relating to any of the Accounts Receivable or payment ▇▇tangibles of the Borrower or such Domestic Guarantor, drafts against Account Debtors with respect to Accounts Receivable or payment intangibles of the Borrower or such Domestic Guarantor, assignments and verifications of Accounts Receivable or payment intangibles and notices to Account Debtors with respect to Accounts Receivable or payment intangibles of the Borrower or such Domestic Guarantor, (iii) send verification of Accounts Receivable of the Borrower or such Domestic Guarantor, and (iv) notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower or such Domestic Guarantor to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement; provided that such Agent or designees shall use reasonable efforts to simultaneously provide a copy of such notification to the Borrower or such Domestic Guarantor (it being understood that failure of such Agent or designee to provide such notice to the Borrower shall not result in liability to such Agent or designee hereunder). All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Commitments are terminated. (e) Nothing herein contained shall be construed to constitute any Agent as agent of the Borrower or any Domestic Guarantor for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction). The Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable of the 100 Borrower or the Domestic Guarantors or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by the Borrower or any Domestic Guarantor of any of the terms and conditions thereof. (f) If any Account Receivable of the Borrower or any Domestic Guarantor includes a charge for any tax payable to any Governmental Authority, each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrower's account and to charge the Borrower therefor. The Borrower and the Domestic Guarantors shall notify the Agents if any Account Receivable of the Borrower or the Domestic Guarantors includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agents shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (g) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.