Common use of Remittance of Proceeds Clause in Contracts

Remittance of Proceeds. Except as otherwise provided in Section 6.14(c), deliver, in kind, all proceeds arising from the disposition of any (i) Revolving Line Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Revolving Line, in the original form in which received by Borrower not later than [***] ([***]) Business Days after receipt by Borrower, to be applied to the Revolving Line Obligations, and (ii) Term Loan Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Term Loan, in the original form in which received by Borrower not later than [***] ([***]) Business Days after receipt by Borrower, to be applied to the Term Loan Obligations, (a) prior to an Event of Default, pursuant to the terms of Section 2.4(e) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, and other than pursuant to any transaction permitted under Section 7.1, Borrower shall not be obligated to remit to Collateral Agent the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of [***] Dollars ($[***]) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of the dispositions of the Revolving Line Priority Collateral or Term Loan Priority Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Collateral Agent. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 6.14(c), deliver, in kindSubject to the rights of the Senior Lender, all proceeds arising from the disposition of any (i) Revolving Line Priority Collateral shall be delivered, in kind, by Borrower to Collateral Agent, for the ratable benefit of the Lenders with respect to the Revolving Line, PFG in the original form in which received by Borrower not later than [***] ([***]) the following Business Days Day after receipt by Borrower, to be applied to the Revolving Line Obligations, and (ii) Term Loan Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Term Loan, Obligations in the original form in which received by Borrower not later than [***] ([***]) Business Days after receipt by Borrower, to be applied to the Term Loan Obligations, (a) prior to an Event of Default, pursuant to the terms of Section 2.4(e) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereofsuch order as PFG shall determine; provided that, if no Default or Event of Default has occurred and is continuing, and other than pursuant to any transaction permitted under Section 7.1, Borrower shall not be obligated to remit to Collateral Agent PFG (i) the proceeds of Accounts arising in the ordinary course of business, or (ii) the proceeds of the sale of surplus, worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of [***] Dollars ($[***]) 25,000 or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of the dispositions of the Revolving Line Priority Collateral or Term Loan Priority Collateral (other than those described in subclauses (i) and (ii) above) with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for PFG, except as set forth above, and subject to the rights of the Senior Lender. Subject to the rights of the Senior Lender, PFG may, in its good faith business judgment, require that all proceeds of Collateral Agentbe deposited by Borrower into a Lock-Box account, or such other “blocked account” as PFG may specify, pursuant to a blocked account agreement in such form as PFG may specify in its good faith business judgment. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement. Notwithstanding anything contained herein to the contrary, so long as no Default or Event of Default shall have occurred and be continuing (unless by reason of a conditional waiver or forbearance then being in effect between PFG and Borrower), Borrower shall not be required to deliver such proceeds to PFG in connection with any disposition so long as (x) Borrower reinvests all or any portion of such proceeds in assets used or useful in the business of Borrower, and (y) Borrower has notified PFG in advance of the intended reinvestment of such proceeds.

Remittance of Proceeds. Except as otherwise provided in Section 6.14(c6.3(c), deliver, in kind, all proceeds arising from the disposition of any (i) Revolving Line Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Revolving Line, Agent in the original form in which received by Borrower not later than [***] (“CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]) ”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.” not later than the following Business Days Day after receipt by Borrower, to be applied to the Revolving Line Obligations, and (ii) Term Loan Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Term Loan, in the original form in which received by Borrower not later than [***] ([***]) Business Days after receipt by Borrower, to be applied to the Term Loan Obligations, Obligations (a) prior to the occurrence and continuance of an Event of Default, pursuant to the terms of Section 2.4(e2.5(e) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, and other than pursuant to any transaction permitted under Section 7.1, Borrower shall not be obligated to remit to Collateral Agent the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of [***] Twenty Five Thousand Dollars ($[***]25,000.00) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of the dispositions of the Revolving Line Priority Collateral or Term Loan Priority Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Collateral Agent, for the ratable benefit of the Lenders. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 6.14(c), deliver, in kindSubject to the rights of the Senior Lender, all proceeds arising from the disposition of any (i) Revolving Line Priority Collateral shall be delivered, in kind, by Borrower to Collateral Agent, for the ratable benefit of the Lenders with respect to the Revolving Line, PFG in the original form in which received by Borrower not later than [***] ([***]) the following Business Days Day after receipt by Borrower, to be applied to the Revolving Line Obligations, and (ii) Term Loan Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Term Loan, Obligations in the original form in which received by Borrower not later than [***] ([***]) Business Days after receipt by Borrower, to be applied to the Term Loan Obligations, (a) prior to an Event of Default, pursuant to the terms of Section 2.4(e) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereofsuch order as PFG shall determine; provided that, if no Default or Event of Default has occurred and is continuing, and other than pursuant to any transaction permitted under Section 7.1, Borrower shall not be obligated to remit to Collateral Agent PFG (i) the proceeds of Accounts arising in the ordinary course of business, or (ii) the proceeds of the sale of surplus, worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of [***] Dollars ($[***]) 50,000 or less (for all such transactions in any fiscal year). For the avoidance of doubt, payment of trade payables in the ordinary course does not constitute a “disposition of Collateral” for purposes of this Section. Borrower agrees that it will not commingle proceeds of the dispositions of the Revolving Line Priority Collateral or Term Loan Priority Collateral (other than those described in subclauses (i) and (ii) above) with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for PFG, except as set forth above, and subject to the rights of the Senior Lender. Upon the occurrence and during the continuance of a Default or an Event of Default, PFG may, in its good faith business judgment, require that all proceeds of Collateral Agentbe deposited by Borrower into a Lock-Box account, or such other “blocked account” as PFG may specify, pursuant to a blocked account agreement in such form as PFG may specify in its good faith business judgment. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except (i) as otherwise provided in Section 6.14(c6.4(c), (ii) if a Streamline Period is in effect, (iii) if no Advances are outstanding under the Revolving Line, or (iv) in respect of a Permitted Transfer, deliver, in kind, all proceeds arising from the disposition of any (i) Revolving Line Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Revolving Line, Bank in the original form in which received by Borrower not later than [***] ([***]) the following Business Days Day after receipt by Borrower, to be applied to the Revolving Line Obligations, and (ii) Term Loan Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Term Loan, in the original form in which received by Borrower not later than [***] ([***]) Business Days after receipt by Borrower, to be applied to the Term Loan Obligations, Obligations (a) prior to an Event of Default, pursuant to the terms of Section 2.4(e2.6(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, and other than pursuant to any transaction permitted under Section 7.1, Borrower shall not be obligated to remit to Collateral Agent Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of [***] One Hundred Thousand Dollars ($[***]100,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of the dispositions of the Revolving Line Priority Collateral or Term Loan Priority Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Collateral AgentBank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.” (o) Section 13.1 (Definitions). The following terms and their respective definitions set forth in Section 13.1 are amended in their entirety and replaced with the following: “Adjusted EBITDA” means (a) GAAP Net Income plus (b) Interest Expense (less interest income), (c) income tax benefit and expense, (c) depreciation, (d) amortization and (e) stock-based compensation expense, (f) other non-operating expense (less other income) (as such amount is shown on the “Other income and (expense)” line item below the operating income line in the Ultimate Parent's relevant income statement, determined in accordance with GAAP), (g) goodwill impairment, (h) the change in Deferred Revenue (excluding acquired Deferred Revenue), less (i) the change in deferred commissions, (j) any items related to the litigation with Google Inc., (k) restructuring and related wind down costs, consulting and other related costs associated with development and implementation of Borrower’s revised business strategy, severance costs and transaction and other costs associated with mergers and acquisitions, and (l) all adjustments related to recording the non-cash tax valuation allowance for deferred tax

Remittance of Proceeds. Except as otherwise provided in Section 6.14(c6.3(c), deliver, in kind, all proceeds arising from the disposition of any (i) Revolving Line Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Revolving Line, Bank in the original form in which received by Borrower not later than [***] ([***]) the following Business Days Day after receipt by Borrower, to be applied to the Revolving Line Obligations, and (ii) Term Loan Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Term Loan, in the original form in which received by Borrower not later than [***] ([***]) Business Days after receipt by Borrower, to be applied to the Term Loan Obligations, Obligations (a) prior to an Event of Default, pursuant to the terms of Section 2.4(e6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof; provided that, if no Event of Default has occurred CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WHERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. and is continuing, and other than pursuant to any transaction permitted under Section 7.1, Borrower shall not be obligated to remit to Collateral Agent Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of [***] One Hundred Thousand Dollars ($[***]100,000.00) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of the dispositions of the Revolving Line Priority Collateral or Term Loan Priority Collateral with any of Borrower’s other funds or propertyproperty (other than any proceeds of the sale of worn out or obsolete Equipment referred to in the immediately preceding sentence), but will hold such proceeds separate and apart from such other funds and property and in an express trust for Collateral AgentBank. Nothing in this Section 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided (i) if no Advances are outstanding under the Revolving Line, or (ii) in Section 6.14(c)respect of a Permitted Transfer, deliver, in kind, all proceeds arising from the disposition of any (i) Revolving Line Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Revolving Line, Bank in the original form in which received by Borrower not later than [***] ([***]) the following Business Days Day after receipt by Borrower, to be applied to the Revolving Line Obligations, and (ii) Term Loan Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Term Loan, in the original form in which received by Borrower not later than [***] ([***]) Business Days after receipt by Borrower, to be applied to the Term Loan Obligations, Obligations (a) prior to an Event of Default, pursuant to the terms of Section 2.4(e2.6(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, and other than pursuant to any transaction permitted under Section 7.1, Borrower shall not be obligated to remit to Collateral Agent Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of [***] One Hundred Thousand Dollars ($[***]100,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of the dispositions of the Revolving Line Priority Collateral or Term Loan Priority Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Collateral AgentBank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.” 2.11 The contact information for the Bank’s counsel set forth in Section 10 is hereby amended in its entirety and replaced with the following: “M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP 2▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-Mail: c▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇” 2.12 Section 13 (Definitions). The following terms and their respective definitions set forth in Section 13.1 are deleted in their entirety and replaced with the following:

Remittance of Proceeds. Except as otherwise provided in Section 6.14(c), deliver, in kind, all All proceeds arising from the disposition of any (i) Revolving Line Priority Collateral shall be delivered, in kind, by Borrower to Collateral Agent, for the ratable benefit of the Lenders with respect to the Revolving Line, PFG in the original form in which received by Borrower not later than [***] ([***]) the following Business Days Day after receipt by Borrower, to be applied to the Revolving Line Obligations, and (ii) Term Loan Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Term Loan, Obligations in the original form in which received by Borrower not later than [***] ([***]) Business Days after receipt by Borrower, to be applied to the Term Loan Obligations, (a) prior to an Event of Default, pursuant to the terms of Section 2.4(e) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereofsuch order as PFG shall determine; provided that, if no Default or Event of Default has occurred and is continuing, and other than pursuant to any transaction permitted under Section 7.1, Borrower shall not be obligated to remit to Collateral Agent PFG (i) the proceeds of Accounts and sale of Inventory arising in the ordinary course of business, or (ii) the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of [***] Dollars ($[***]) 50,000 or less (for all such transactions in any fiscal year), or (iii) the proceeds of the D▇▇▇▇▇ Asset Sale (provided, however, that such proceeds constitute Collateral for all purposes under this Agreement). Borrower agrees that it will not commingle proceeds of the dispositions of the Revolving Line Priority Collateral or Term Loan Priority Collateral (other than those described in subclauses (i), (ii) and (iii) above) with any of Borrower’s 's other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for PFG, except as set forth above. PFG may, in its good faith business judgment, require that all proceeds of Collateral Agentbe deposited by Borrower into a lockbox account, or such other "blocked account" as PFG may specify, pursuant to a blocked account agreement in such form as PFG may specify in its good faith business judgment upon the occurrence of an Event of Default (whether or not noticed by PFG). Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 6.14(c), deliver, in kind, all All proceeds arising from the disposition of any (i) Revolving Line Priority Collateral shall be delivered, in kind, by Borrower to Collateral Agent, for the ratable benefit of the Lenders with respect to the Revolving Line, PFG in the original form in which received by Borrower not later than [***] the following three ([***]3) Business Days after receipt by Borrower, to be applied to the Revolving Line ObligationsObligations in such order as PFG shall determine; provided, and (ii) Term Loan Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Term Loan, in the original form in which received by Borrower not later than [***] ([***]) Business Days after receipt by Borrower, to be applied to the Term Loan Obligations, (a) prior to an Event of Default, pursuant to the terms of Section 2.4(e) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof; provided thathowever, if no Default or Event of Default has occurred and is then continuing, and other than pursuant to any transaction permitted under Section 7.1, : (a) Borrower shall not be obligated to remit to Collateral Agent PFG: (i) the proceeds of Accounts arising in the ordinary course of business; (ii) the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of [***] Dollars ($[***]) 25,000 or less (for all such transactions in any fiscal year). ; (iii) the proceeds of sales of Inventory in the ordinary course of business; (iv) the proceeds of the sale of Permitted Investments, so long as such proceeds are promptly reinvested in other Permitted Investments; or (v) the proceeds of the sale of the Thermal Business; Any of the proceeds set forth in clauses (a)(i) through (v) that are remitted to PG during a Default or Event of Default, if not used to repay Obligations, shall be returned to Borrower if such Default or Event of Default is cured or waived by PFG. (b) as to the proceeds of the sale(s) of Non-Core Intellectual Property, Borrower may (A) use all such proceeds to repay Obligations (or, if such proceeds exceed all monetary Obligations, such excess may be applied in accordance with the following clauses (B), (C) or (D)), (B) direct such proceeds into a blocked Deposit Account in respect of which there is a Control Agreement in favor of PFG, (C) pay such proceeds to PFG to be held by PFG as a non-interest-bearing deposit securing Obligations, or (D) retain such proceeds, but with the effect that the Credit Limit specified in Section 1 of the Schedule is permanently reduced by the amount of the proceeds retained; Borrower agrees that it will not commingle proceeds of the dispositions of the Revolving Line Priority Collateral or Term Loan Priority Collateral (other than those described in subclauses (a)(i) through (v), above) with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for PFG, except as set forth above. PFG may, in its good faith business judgment, require that all proceeds of Collateral Agentbe deposited by Borrower into a lockbox account, or such other “blocked account” as PFG may specify, pursuant to a blocked account agreement in such form as PFG may specify in its good faith business judgment. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Subject to the rights of the Senior Lender and, to the extent inconsistent herewith, Section 6.14(c), deliver, in kind4.4, all proceeds arising from the disposition Transfer of any (i) Revolving Line Priority Collateral shall be delivered, in kind, by Borrower to Collateral Agent, for the ratable benefit of the Lenders with respect to the Revolving Line, PFG in the original form in which received by Borrower not later than [***] five ([***]5) Business Days after receipt by Borrower, to be applied to the Revolving Line Obligations, and (ii) Term Loan Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Term Loan, Obligations in the original form in which received by Borrower not later than [***] ([***]) Business Days after receipt by Borrower, to be applied to the Term Loan Obligations, (a) prior to an Event of Default, pursuant to the terms of Section 2.4(e) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereofsuch order as PFG shall determine; provided that, if no Event of Default has occurred and is continuing, and other than pursuant to any transaction permitted under Section 7.1, Borrower shall not be obligated to remit to Collateral Agent PFG the proceeds (i) of Accounts arising in the ordinary course of business, or (ii) of the sale of worn out out, obsolete or obsolete unneeded Equipment disposed of by Borrower in good faith in an arm’s length transaction transactions, or (iii) in connection with Permitted Liens and Permitted Investments, or (iv) of non-exclusive licenses and non-exclusive sublicenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business, or (v) of Cash Equivalents for cash or other Cash Equivalents of equal or greater value, or (vi) of other Transfers in an aggregate purchase price of [***] amount not to exceed Ten Thousand Dollars ($[***]10,000) or less (for all such transactions in any fiscal year)year of Borrower. Borrower agrees that it will not commingle proceeds of the dispositions of the Revolving Line Priority Collateral or Term Loan Priority Collateral (other than those described in subclauses (i) through (vi), above) with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for PFG, except as set forth above, and subject to the rights of the Senior Lender. PFG may, in its good faith business judgment, require that all proceeds of Collateral Agentbe deposited by Borrower into a lockbox account, or such other “blocked account” as PFG may specify, pursuant to a blocked account agreement in such form as PFG may specify in its good faith business judgment. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 6.14(c), deliver, in kindSubject to the rights of the Senior Lender, all proceeds arising from the disposition of any (i) Revolving Line Priority Collateral shall be delivered, in kind, by Borrower to Collateral Agent, for the ratable benefit of the Lenders with respect to the Revolving Line, PFG in the original form in which received re­ceived by Borrower not later than [***] ([***]) the following Business Days Day after receipt by Borrower, to be applied to the Revolving Line Obligations, and (ii) Term Loan Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Term Loan, Obligations in the original form in which received by Borrower not later than [***] ([***]) Business Days after receipt by Borrower, to be applied to the Term Loan Obligations, (a) prior to an Event of Default, pursuant to the terms of Section 2.4(e) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereofsuch order as PFG shall determine; provided pro­vided that, if no Default or Event of Default has occurred and is continuing, and other than pursuant to any transaction permitted under Section 7.1, Borrower shall not be obligated to remit to Collateral Agent PFG (i) the proceeds of Accounts arising in the ordinary course of business, or (ii) the pro­ceeds of the sale of worn out or obsolete Equipment disposed dis­posed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of [***] Dollars ($[***]) 25,000 or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of the dispositions of the Revolving Line Priority Collateral or Term Loan Priority Collateral (other than those described in subclauses (i) and (ii) above) with any of Borrower’s 's other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for PFG, except as set forth above, and subject to the rights of the Senior Lender. PFG may, in its good faith business judgment, require that all proceeds of Collateral Agentbe de­posited by Borrower into a Lock-Box account, or such other "blocked account" as PFG may specify, pursuant to a blocked account agreement in such form as PFG may specify in its good faith business judgment. Nothing in this Section limits the restrictions on disposition disposi­tion of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 6.14(c), deliver, in kind, all All proceeds arising from the disposition of any (i) Revolving Line Priority Collateral shall be delivered, in kind, by Borrower to Collateral Agent, for the ratable benefit of the Lenders with respect to the Revolving Line, Silicon in the original form in which received by Borrower not later than [***] ([***]) the following Business Days Day after receipt by Borrower, to be applied to the Revolving Line Obligations, and (ii) Term Loan Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Term Loan, Obligations in the original form in which received by Borrower not later than [***] ([***]) Business Days after receipt by Borrower, to be applied to the Term Loan Obligations, (a) prior to an Event of Default, pursuant to the terms of Section 2.4(e) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereofsuch order as Silicon shall determine; provided that, if no Default or Event of Default has occurred and is continuing, and other than pursuant to any transaction permitted under Section 7.1occurred, Borrower shall not be obligated to remit to Collateral Agent Silicon the proceeds of the sale of worn out or obsolete Equipment equipment disposed of by Borrower in good faith in an arm’s 's length transaction for an aggregate purchase price of [***] Dollars ($[***]) 25,000 or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of the dispositions of the Revolving Line Priority Collateral or Term Loan Priority Collateral with any of Borrower’s 's other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Collateral AgentSilicon. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.. * *NOTWITHSTANDING THE FOREGOING, BORROWER SHALL HAVE THE RIGHT TO MAINTAIN COMMERCIALLY REASONABLE AMOUNTS OF CASH IN FOREIGN CURRENCIES TO SUPPORT ITS FOREIGN OPERATIONS, PROVIDED THE SAME REPRESENT THE PROCEEDS OF FOREIGN RECEIVABLES WHICH ARE PAYABLE IN FOREIGN CURRENCIES, AND PROVIDED NO EVENT OF DEFAULT AND NO EVENT WHICH, WITH NOTICE OR PASSAGE OF TIME OR BOTH, WOULD CONSTITUTE AN EVENT OF DEFAULT, HAS OCCURRED AND IS CONTINUING

Remittance of Proceeds. Except as otherwise provided in Section 6.14(c), deliver, in kindSubject to the rights of the Senior Lender, all proceeds arising from the disposition of any (i) Revolving Line Priority Collateral shall be delivered, in kind, by Borrower to Collateral Agent, for the ratable benefit of the Lenders with respect to the Revolving Line, PFG in the original form in which received by Borrower not later than [***] ([***]) the following Business Days Day after receipt by Borrower, to be applied to the Revolving Line Obligations, and (ii) Term Loan Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Term Loan, Obligations in the original form in which received by Borrower not later than [***] ([***]) Business Days after receipt by Borrower, to be applied to the Term Loan Obligations, (a) prior to an Event of Default, pursuant to the terms of Section 2.4(e) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereofsuch order as PFG shall determine; provided that, if no Default or Event of Default has occurred and is continuing, and other than pursuant to any transaction permitted under Section 7.1, Borrower shall not be obligated to remit to Collateral Agent PFG (i) the proceeds of Accounts arising in the ordinary course of business, or (ii) the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of [***] Dollars ($[***]) 50,000 or less (for all such transactions in any fiscal year) or (iii) subject to the notice specified in subclause (A), below, the proceeds of the exclusive licensing of Intellectual Property, so long as such exclusive licensing transaction(s) would not constitute a disposition of any significant part of the value of Borrower’s Intellectual Property, taken as a whole. Borrower agrees that it will not commingle proceeds of the dispositions of the Revolving Line Priority Collateral or Term Loan Priority Collateral (other than those described in subclauses (i), (ii) and (iii) above) with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for PFG, except as set forth above, and subject to the rights of the Senior Lender. In addition to the foregoing, Borrower further agrees that: (A) it shall give PFG thirty (30) days advance notice of any sale or exclusive licensing of Intellectual Property, and (B) except as specified in clause (iii), above, it shall segregate any proceeds of the sale or exclusive licensing of Intellectual Property for the benefit of PFG, it being acknowledged that the rights of the Senior Lender in respect of such Collateral Agenttransactions and proceeds thereof are junior to the rights of PFG. PFG may, in its good faith business judgment, require that all proceeds of Collateral be deposited by Borrower into a lockbox account, or such other “blocked account” as PFG may specify, pursuant to a blocked account agreement in such form as PFG may specify in its good faith business judgment, provided that PFG’s exercise of rights under such blocked account shall be subject to the rights of the Senior Lender. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 6.14(c), deliver, in kindSubject to the rights of the Senior Lender and other holders of Permitted Liens with priority over PFG’s Liens, all proceeds arising from the disposition of any (i) Revolving Line Priority Obligor’s Collateral shall be delivered, in kind, by such Obligor to Collateral Agent, for the ratable benefit of the Lenders with respect to the Revolving Line, PFG in the original form in which received by Borrower such Obligor not later than [***] ([***]) the following Business Days Day after receipt by Borrowersuch Obligor, to be applied to the Revolving Line Obligations, and (ii) Term Loan Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Term Loan, Obligations in the original form in which received by Borrower not later than [***] ([***]) Business Days after receipt by Borrower, to be applied to the Term Loan Obligations, (a) prior to an Event of Default, pursuant to the terms of Section 2.4(e) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereofsuch order as PFG shall determine; provided that, if no Default or Event of Default has occurred and is continuing, and other than pursuant to any transaction permitted under Section 7.1, Borrower no Obligor shall not be obligated to remit to Collateral Agent PFG (i) the proceeds of Accounts or the sale Inventory arising in the ordinary course of business, or (ii) the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower an Obligor in good faith in an arm’s length transaction for an aggregate purchase price of [***] Dollars ($[***]) 100,000 or less (in the aggregate for all such Obligors transactions in any fiscal year). Borrower agrees that it will not No Obligor shall commingle proceeds of the dispositions of the Revolving Line Priority Collateral or Term Loan Priority Collateral (other than those described in subclauses (i) and (ii) above) with any of Borrowersuch Obligor’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for PFG, except as set forth above, and subject to the rights of the Senior Lender and other holders of Permitted Liens with priority over PFG’s Liens. PFG may, in its good faith business judgment, require that all proceeds of Collateral Agentbe deposited by such Obligor into a Lock-Box account, or such other “blocked account” as PFG may specify, pursuant to a blocked account agreement in such form as PFG may specify in its good faith business judgment, however, such account will be subject to the rights of the Senior lender and any holders of Permitted Liens with priority over PFG’s Liens. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 6.14(c), deliver, in kindSubject to the rights of the Senior Lender under the Subordination Agreement, all proceeds arising from the disposition of any (i) Revolving Line Priority Collateral shall be delivered, in kind, by Borrower to Collateral Agent, for the ratable benefit of the Lenders with respect to the Revolving Line, PFG in the original form in which received re­ceived by Borrower not later than [***] ([***]) the following Business Days Day after receipt by Borrower, to be applied to the Revolving Line Obligations, and (ii) Term Loan Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Term Loan, Obligations in the original form in which received by Borrower not later than [***] ([***]) Business Days after receipt by Borrower, to be applied to the Term Loan Obligations, (a) prior to an Event of Default, pursuant to the terms of Section 2.4(e) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereofsuch order as PFG shall determine; provided pro­vided that, if no Default or Event of Default has occurred and is continuing, and other than pursuant to any transaction permitted under Section 7.1, Borrower shall not be obligated to remit to Collateral Agent PFG (i) the proceeds of Accounts arising in the ordinary course of business, or (ii) the pro­ceeds of the sale of worn out or obsolete Equipment disposed dis­posed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of [***] Dollars reasonably equivalent consideration, or ($[***]iii) or less (for all such transactions in any fiscal year)connection with Permitted Liens and Permitted Investments. Borrower agrees that it will not commingle proceeds of the dispositions of the Revolving Line Priority Collateral or Term Loan Priority Collateral (other than those described in subclauses (i), (ii) and (iii) above) with any of Borrower’s 's other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for PFG, except as set forth above, and subject to the rights of the Senior Lender under the Subordination Agreement. PFG may, in its good faith business judgment, require that all proceeds of Collateral Agentbe de­posited by Borrower into a lockbox account, or such other "blocked account" as PFG may specify, pursuant to a blocked account agreement in such form as PFG may specify in its good faith business judgment. Nothing in this Section limits the restrictions on disposition disposi­tion of Collateral set forth elsewhere in this Agreement.

Remittance of Proceeds. Except as otherwise provided in Section 6.14(c), deliver, in kind4.1, all proceeds arising from the sale or other disposition of any Collateral (iincluding obsolete Inventory sold pursuant to Section 5.18(iv)) Revolving Line Priority Collateral shall be delivered, in kind, by Borrower to Collateral Agent, for the ratable benefit of the Lenders with respect to the Revolving Line, Lender in the original form in which received by Borrower not later than [***] ([***]) the following Business Days Day after receipt by Borrower, . Until so delivered to be applied to the Revolving Line Obligations, and (ii) Term Loan Priority Collateral to Collateral Agent, for the ratable benefit of the Lenders with respect to the Term Loan, in the original form in which received by Borrower not later than [***] ([***]) Business Days after receipt by Borrower, to be applied to the Term Loan Obligations, (a) prior to an Event of Default, pursuant to the terms of Section 2.4(e) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, and other than pursuant to any transaction permitted under Section 7.1Lender, Borrower shall not be obligated to remit to Collateral Agent the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of [***] Dollars ($[***]) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of the dispositions of the Revolving Line Priority Collateral or Term Loan Priority Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such Borrower's other funds and property and in an express trust for Collateral AgentLender. Nothing in this Section limits 4.2 shall limit the restrictions on disposition of Collateral set forth elsewhere in this Agreement. Application of Payments. Lender may, in its sole discretion, apply, reverse and re-apply all cash and non-cash proceeds of Collateral or other payments received with respect to the Obligations, in such order and manner as Lender shall determine, whether or not the Obligations are due, and whether before or after the occurrence of a Default or an Event of Default. For purposes of determining Availability, such amounts will be credited to the Loan Account and the Collateral balances to which they relate upon Lender's receipt of advice from Lender's Bank (set forth in Section 11 of Schedule A) that such items have been credited to Lender's account at Lender's Bank (or upon Lender's deposit thereof at Lender's Bank in the case of payments received by Lender in kind), in each case subject to final payment and collection. However, for purposes of computing interest on the Obligations, such items shall be deemed applied by Lender three Business Days after Lender's receipt of advice of deposit thereof at Lender's Bank.