Common use of Proceeds of Accounts Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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