Common use of Collection of Accounts Clause in Contracts

Collection of Accounts. The Collateral Agent as agent for the Secured Parties hereby authorizes the Debtor to collect and dispose of the proceeds of the Accounts, which authority the Collateral Agent may curtail or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply the funds on deposit in the Collection Account against the Obligations in such order of application as is required by the Intercreditor Agreement.

Collection of Accounts. The Collateral (A) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Agent and Lenders. All remittances received by Borrower on account of Accounts shall be held as agent Lenders' property by Borrower as trustee of an express trust for Lenders' benefit and Borrower shall immediately deposit or cause to be deposited same in the Secured Parties hereby authorizes Dominion Account. Agent shall have the Debtor right at any time after the occurrence of a Default or an Event of Default to notify Account Debtors that Accounts have been assigned to Agent and Lenders and to collect Accounts directly in its own and dispose of Lenders' name and to charge the collection costs and expenses, including reasonable attorneys' fees, to Borrower. Neither Agent nor any Lender has any duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. (B) Borrower shall deposit all proceeds of the AccountsCollateral or cause the same to be deposited in kind in a Dominion Account pursuant to a lockbox arrangement with such banks as may be selected by Borrower and be acceptable to Agent. Borrower shall issue to any such banks, which authority the Collateral Agent may curtail an irrevocable letter of instruction directing such banks to deposit all payments or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances received in payment of or the lockbox to the Dominion Account for application on account of the Accounts, deposit Obligations. All funds deposited in the same in a special account designated Dominion Account shall immediately become the property of Lenders and Borrower shall obtain the agreement by such banks to waive any offset rights against the Collateral Agent, over which account the Collateral funds so deposited. Neither Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds nor any Lender assumes any responsibility for such proceeds. For purposes lockbox arrangement, including, without limitation, any claim of computing interest, the Collateral Agent shall treat deposited checks, drafts accord and other items as collected in accordance satisfaction or release with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving respect to deposits accepted by any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply the funds on deposit in the Collection Account against the Obligations in such order of application as is required by the Intercreditor Agreementbank thereunder.

Collection of Accounts. The (a) Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), with such banks as are reasonably acceptable to Agent into which, Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as agent provided in Section 5.2 hereof. Prior to the occurrence of a Cash Management Event, Borrowers shall be permitted to transfer cash from the Blocked Accounts and to use funds therein for working capital and general corporate purposes to the Secured Parties hereby authorizes extent permitted herein. Upon the Debtor occurrence of a Cash Management Event, (i) each Borrower and Guarantor agrees that all payments made to collect such Blocked Accounts or other funds received and dispose collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Accountsoutstanding Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations, which authority the Collateral and (ii) Agent may curtail or terminate at any time following disregard Borrowers’ instructions with respect to the Blocked Accounts and exercise exclusive dominion and control over the Blocked Accounts and apply funds deposited therein as provided herein. Agent’s right to exercise exclusive dominion and control over the Blocked Accounts shall continue in effect only until the occurrence and during the continuance of any a Cash Management Reinstatement Event, unless a subsequent Cash Management Event of Default. After such authority has been curtailed or terminatedshall occur, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral whereupon Agent as agent for the Secured Parties alone shall have the power rights of withdrawal exclusive dominion and control as described herein. (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. b) For purposes of computing interestcalculating the amount of the Loans available to each Borrower, such payments will be applied (conditional upon final collection) to the Collateral Obligations on the Business Day of receipt by Agent shall treat deposited checks, drafts of immediately available funds in the Agent Payment Account provided such payments and other items as collected notice thereof are received in accordance with the Collateral Agent’s normal availability schedule, but usual and customary practices as in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will effect from time to time apply and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations on deposit the date of receipt of immediately available funds by Agent in the Collection Agent Payment Account against provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the Obligations next Business Day. (c) Each Borrower and Guarantor and their respective employees and agents shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other deposit account or investment account is established or any other bank, financial institution or other person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such order bank, financial institution or other person. The obligations of application as is required by Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the Intercreditor termination of this Agreement.

Collection of Accounts. The Collateral Agent as agent for the Secured Parties hereby authorizes the Debtor to collect and dispose of the proceeds of the Accounts, which authority the Collateral Agent may curtail or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit cause the same to be deposited in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Reserve Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Collateral Reserve Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Secured Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Collateral Reserve Account. The Collateral Agent as agent for the Secured Parties will from time shall have the right, upon the occurrence and during the continuance of any Default or Event of Default, to time apply the funds on deposit in the Collection Collateral Reserve Account against the Obligations in such order of application as is required by the Intercreditor Credit Agreement.

Collection of Accounts. The (a) Borrowers and Guarantors shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Agent may specify, with such banks as are reasonably acceptable to Agent. Such Blocked Accounts may be Central Collection Deposit Accounts, and the term Blocked Accounts shall include the Central Collection Deposit Accounts. Borrowers and Guarantors shall retain the use of their cash, including payments and proceeds of Collateral, so long as an Availability Compliance Period does not exist; provided, that, during an Availability Compliance Period, and upon Agent’s request, each Borrower and Guarantor shall promptly deposit into one or more Blocked Accounts, and direct its account debtors to directly remit into such Blocked Accounts all payments on Receivables, other than the Non-Borrower Receivables, and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Concurrently with this Agreement, each Borrower and Guarantor shall deliver, or cause to be delivered to Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained which agreement shall provide that upon notice from Agent as agent for (which shall be given upon an Availability Compliance Triggering Event and shall be revoked promptly after the Secured Parties hereby authorizes the Debtor to collect and dispose expiration of the Availability Compliance Period that was initiated upon such Availability Compliance Triggering Event), such bank will send funds on a daily basis to the Agent Payment Account and otherwise take instruction with respect to such Blocked Account only from Agent. Promptly upon Agent’s request, each Borrower and Guarantor shall execute and deliver such agreements or documents as Agent may require in connection therewith. Each Borrower and Guarantor agrees that after notice by Agent to the bank under the Deposit Account Control Agreement, all payments made to such Blocked Accounts or other funds received and collected by Agent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent, for itself and the Accounts, which authority the Collateral Agent may curtail or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account ratable benefit of the AccountsLenders and the Bank Product Providers, deposit in respect of the same in a special account designated by Obligations and therefore shall constitute the Collateral property of Agent, over which account for itself and the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance ratable benefit of the proceeds Lenders and the Bank Product Providers, to the extent of such Accounts shall notthe then outstanding Obligations; provided, however, that in the event any Non-Borrower Receivable is deposited into the Blocked Accounts, in error or otherwise, such deposit shall be treated as a non-refundable payment to Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, in respect of the Obligations and therefore shall constitute payment or liquidation the property of such Accounts until Agent, for itself and the Collateral Agent as agent for ratable benefit of the Secured Parties shall receive good funds for such proceeds. Lenders and the Bank Product Providers, to the extent of the then outstanding Obligations. (b) For purposes of computing interestcalculating the amount of the Revolving Loans available to Borrowers, such payments will be applied (conditional upon final collection) to the Collateral Obligations on the Business Day of receipt by Agent shall treat deposited checks, drafts of immediately available funds in the Agent Payment Account provided such payments and other items as collected notice thereof are received in accordance with the Collateral Agent’s normal availability schedule, but usual and customary practices as in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will effect from time to time apply and prior to 12:00 p.m. New York time, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, for the sole and equal benefit of Wachovia and Documentation Agent, such payments or other funds received will be applied (conditional upon final collection) to the Obligations on deposit the same day of the receipt of immediately available funds by Agent in the Collection Agent Payment Account against provided such payments or other funds and notice thereof are prior to 12:00 p.m. New York time, and if not, then on the Obligations next Business Day. (c) During any Availability Compliance Period, each Borrower and Obligor and its shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly, upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Obligor’s funds. Borrowers and Guarantors agree to reimburse Agent on demand for any amounts owed or paid to any bank at which a Blocked Account or any other deposit account is established or any other bank or Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such order bank or Person. The obligation of application as is required by Borrowers and Guarantors to reimburse Agent for such amounts pursuant to this Section 6.3(c) shall survive the Intercreditor termination or non-renewal of this Agreement.

Collection of Accounts. The Collateral (a) Upon occurrence of an Event of Default and during the continuation thereof, the Administrative Agent as agent for shall have the Secured Parties hereby authorizes right at any time, acting if it so chooses in the Debtor name of any or all of the Grantor, to collect and dispose of the proceeds of the Accounts, which authority to sell, assign, compromise, discharge or extend the Collateral time for payment of any Account, to institute legal action for the collection of any Account, and to do all acts and things necessary or incidental thereto and the Grantor hereby ratify all such acts. The Administrative Agent may curtail or terminate at any time after the occurrence of such Event of Default and during the continuation thereof and without notice to the Grantor, notify any Account Debtor or guarantor thereof that the Account owed by such Account Debtor has been assigned to the Administrative Agent and is to be paid directly to the Administrative Agent. At the Administrative Agent’s request following the occurrence of an Event of Default and during the continuance continuation thereof the Grantor will so notify Account Debtors and shall indicate on all ▇▇▇▇▇▇▇▇ to Account Debtors that payments thereon are to be made to the Administrative Agent. In the event Account Debtors are so notified, the Grantor shall not compromise, discharge, extend the time for payment or otherwise grant any indulgence or allowance with respect to any Account without the prior written consent of any the Administrative Agent. (b) The Grantor irrevocably designates and appoints the Administrative Agent its true and lawful attorney either in the name of the Administrative Agent or in the name of the Grantor, effective after the occurrence of an Event of Default. After such authority has been curtailed Default and during the continuation thereof to ask for, demand, ▇▇▇ for, collect, compromise, compound, receive, receipt for and give acquittances for any and all sums owing or terminatedwhich may become due upon any items of the Inventory Collateral or the Accounts Receivable Collateral and, in connection therewith, to take any and all actions as the Debtor shallAdministrative Agent may deem necessary or desirable in order to realize upon the Inventory Collateral and the Accounts Receivable Collateral, upon receipt including, without limitation, power to endorse in the name of all the Grantor, any checks, drafts, cash, and notes or other remittances instruments received in payment of or on account of the AccountsInventory Collateral or the Accounts Receivable Collateral, deposit but the same Administrative Agent shall not be under any duty to exercise any such authority or power or in a special account designated by any way be responsible for the collection of the Inventory Collateral Agent, over which account or the Collateral Accounts Receivable Collateral. (c) The rights set forth in this Section 5 are supplementary and in addition to (and not in limitation of) the rights granted to the Administrative Agent as agent for and/or the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply the funds on deposit in the Collection Account against the Obligations in such order of application as is required by the Intercreditor AgreementCredit Documents.

Collection of Accounts. The Collateral Agent as agent for the Secured Parties hereby authorizes the Debtor shall, unless Lender requires Debtor to collect and dispose of the proceeds of the Accounts, which authority the Collateral Agent may curtail or terminate at any time following establish a lockbox arrangement upon the occurrence and during the continuation of an Event of Default (as defined in paragraph 9), collect all Accounts, and whenever Debtor shall receive any payment of any Account, Debtor shall hold such payment in trust for Lender. Debtor authorizes Lender to endorse the name of Debtor upon any checks or other items received in payment of any Account and to do any and all things necessary in order to reduce the same to money. During the continuance of any Event of Default, Debtor also authorizes Lender, without notice, to appropriate and apply any balances, credits, deposits, accounts or money of Debtor in Lender's possession, custody or control to the payment of any of the Obligations. After If any of the Accounts arise out of contracts with or orders from the United States or any State or any department, agency or instrumentality thereof, but subject to the terms and conditions set forth in the Credit Agreement, Debtor shall immediately notify Lender thereof in writing and shall execute any instrument and take any steps required by Lender in order that all money due and to become due under such authority has been curtailed contract or terminatedorder shall be assigned to Lender and due notice thereof given to the appropriate governmental agency. Subject to the terms and conditions set forth in the Credit Agreement with respect to U.S. government Accounts, the Debtor shallagrees to execute, upon receipt of deliver, file and record all checkssuch notices, draftsaffidavits, cashassignments, financing statements and other remittances instruments as shall in payment the judgment of Lender be necessary or on account desirable to evidence, validate and perfect the security interest of Lender in the Accounts; provided, deposit however, that until the same occurrence of an Event of Default, Debtor shall not be required to comply with the Federal Assignment of Claim Act (provided further that said Accounts may not be included in a special account designated by the Collateral Agent"Borrowing Base" following and 107 during the continuation of an "Event of Default" until compliance is completed, over which account as set forth in the Collateral Agent as agent for Credit Agreement). Upon the Secured Parties alone occurrence and during the continuation of an Event of Default, Lender shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such right to notify any persons or entities owning any Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall and to demand and receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedulepayment, but in doing Lender shall have no duty so to do. Upon the Collateral Agent is not agreeing that such funds have in fact been paid, nor is occurrence and during the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement continuation of the Debtor where necessary to permit collection an Event of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, Default and upon an express trust for the Collateral Agent until deposit thereof is made in request of Lender, Debtor shall notify such account debtors and shall indicate on all invoices to such account debtors that the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply the funds on deposit in the Collection Account against the Obligations in such order of application as is required by the Intercreditor Agreementaccounts are payable into a lockbox.

Collection of Accounts. The Collateral Agent (a) Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as agent for the Secured Parties hereby authorizes the Debtor to collect Administrative and dispose of the proceeds of the Accounts, which authority the Collateral Agent may curtail specify, with such banks as are reasonably acceptable to Administrative and Collateral Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or terminate other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative and Collateral Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, from time to time Administrative and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Administrative and Collateral Agent’s request, Borrowers shall execute and deliver such agreements or documents as Administrative and Collateral Agent as agent for may require in connection therewith. Notwithstanding anything to the Secured Parties alone shall have the power of withdrawal (the “Collection contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Administrative and Collateral Agent shall treat deposited checksnot issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day be remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default or a Default with respect to non-payment of the Obligations has occurred or (ii) Excess Availability is less than $40,000,000; provided, drafts and other items as collected that, if either (x) such Event of Default is subsequently waived in accordance with the terms of this Agreement or such Default did not mature into an Event of Default or (y) Modified Adjusted Excess Availability is greater than $40,000,000 at all times thereafter for a period of 60 consecutive days and no Event of Default or Default with respect to non-payment of the Obligations has occurred, Administrative and Collateral Agent shall promptly rescind such notice of sole control or other such instructions (any such period during which the Blocked Accounts are subject to the sole control of Administrative and Collateral Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”). Unless a Blocked Account Activation Period shall exist, Borrowers shall be permitted to access and direct the transfer of funds in the Blocked Accounts. Each Borrower and each Guarantor agrees that, during any Blocked Account Activation Period, all payments made to such Blocked Accounts or other funds received and collected by Administrative and Collateral Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative and Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative and Collateral Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrowers, payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Administrative and Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Administrative and Collateral Agent’s normal availability schedule, but usual and customary practices as in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will effect from time to time apply and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, during any Blocked Account Activation Period, such payments or other funds received from the Blocked Account will be applied (conditional upon final collection) to the Obligations on deposit the date of receipt of immediately available funds by Administrative and Collateral Agent in the Collection Payment Account against provided such payments or other funds and notice thereof are received in accordance with Administrative and Collateral Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers’ loan accounts on such day, and if not, then on the Obligations next Business Day. (c) If, during any Blocked Account Activation Period, any Borrower or any Guarantor receives possession of or otherwise has control of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral, such Person shall hold such items as trustee for Administrative and Collateral Agent and Lenders and shall immediately upon receipt thereof, deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative and Collateral Agent. In no event shall the same be commingled with any Borrower’s or any Guarantor’s own funds during any Blocked Account Activation Period. Borrowers agree to reimburse Administrative and Collateral Agent and the Lenders on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts, any other deposit account or any investment account arising out of Administrative and Collateral Agent’s or any Lender’s payments to or indemnification of such order bank, financial institution or other Person. The obligation of application as is required by Borrowers to reimburse Administrative and Collateral Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the Intercreditor termination or non-renewal of this Agreement.

Collection of Accounts. The Collateral Agent (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as agent for the Secured Parties hereby authorizes the Debtor Lender may specify, with such banks as are acceptable to collect Lender into which Borrower shall promptly deposit and dispose of the direct its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the Accountsidentical form in which such payments are made, which authority the Collateral Agent may curtail whether by cash, check or terminate other manner. Borrower shall deliver, or cause to be delivered to Lender, a Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply Lender may become bank's customer with respect to the Blocked Accounts and promptly upon Lender's request, Borrower shall execute and deliver such agreements or documents as Lender may require in connection therewith. (b) Lender shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Collection Blocked Accounts to such operating bank account of Borrower as Borrower may specify in writing to Lender until such time as Lender shall notify the depository bank otherwise. Without limiting any other rights or remedies of Lender, Lender may, at its option, instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Lender Payment Account against at any time that either: (i) a Default or an Event of Default shall exist or have occurred and be continuing, or (ii) Excess Availability is less than $5,000,000. Lender shall send to Borrower a copy of any such written instruction sent by Lender to the depository bank promptly thereafter. In the event that at any time after Lender has instructed such depository banks to transfer such funds to the Lender Payment Account, each of the conditions set forth in clauses (i) and (ii) above do not exist or have not occurred and are not continuing for the period of thirty (30) consecutive days immediately prior to the date of the receipt by Lender of Borrower's written request that Lender instruct such depository banks to transfer the funds on deposit in such accounts to such operating deposit account of Borrower as Borrower may specify in writing to Lender, Lender shall so instruct such depository banks (so long as such conditions do not exist or have not occurred and are continuing as of the date of such instructions by Lender to such depository banks) until such time as Lender is entitled to notify and shall notify the depository banks otherwise as provided above. Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of Lender to the extent of the then outstanding Obligations. (c) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender of immediately available funds in the Lender Payment Account provided such order payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next Business Day. For the purposes of application calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations two (2) Business Days following the date of receipt of immediately available funds by Lender in the Lender Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as is required in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next Business Day. In the event that at any time or from time to time there are no Loans outstanding, Lender shall be entitled to an administrative fee in an amount equivalent to the Interest Rate for Prime Rate Loans (on a per annum basis) multiplied by the Intercreditor amount of the funds received in the Blocked Account for such day as calculated by Lender in accordance with its customary practice. (d) Borrower and its shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and shall immediately upon receipt thereof deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender at any time that Lender has notified the depository banks at which the Blocked Accounts are maintained to transfer funds in the Blocked Accounts to the Lender Payment Account. In no event shall the same be commingled with Borrower's own funds at any time that Lender has notified the depository banks at which the Blocked Accounts are maintained to transfer funds in the Blocked Accounts to the Lender Payment Account. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. The Collateral Agent as agent for the Secured Parties Bank hereby authorizes the Debtor to collect all Accounts from the Account Debtors. The Proceeds of Accounts so collected by the Debtor shall be received and dispose held by the Debtor in trust for the Bank. Unless otherwise agreed by the Bank, but only in the event Debtor is in default under the Line of Credit Agreement, the proceeds of the AccountsTerm Loan Agreement, which authority the Collateral Agent may curtail this Agreement or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed other loan agreement or terminatedloan document with Bank, the Debtor shallshall deliver to the Bank within one day of the receipt thereof by the Debtor all Proceeds in the form of cash, upon receipt of all checks, drafts, cash, notes and other remittances received in payment of or on account of any of the Debtor's Accounts, deposit the same . Such Proceeds shall be deposited in a special non-interest bearing bank account designated by (the "Cash Collateral Agent, Account") maintained with the Bank over which account the Collateral Agent as agent for the Secured Parties Bank alone shall have the power of withdrawal (the “Collection Account”)withdrawal. The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and All Proceeds other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds than cash shall be deposited in precisely the form in which received, except for the addition thereto of the endorsement of the Debtor where when necessary to permit collection of the items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the The Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances Proceeds with any of the Debtor's other funds or other property of the Debtor but will hold them separate and apart therefrom, from any other funds or property and upon an express trust for the Collateral Agent Bank until deposit thereof is made in the Collection Cash Collateral Account. The Collateral Agent as agent for Periodically, at the Secured Parties Bank's discretion, the Bank will from time to time apply all or any part of the funds collected Proceeds of Accounts on deposit in the Collection Cash Collateral Account against to the Obligations payment in full or in part of such of the Liabilities and in such order as the Bank may elect. The authority hereby given to the Debtor to collect the Proceeds of application as is required Accounts in trust for the Bank may be terminated by the Intercreditor Bank at any time. The Bank shall have the right at any time, acting if it so chooses in the Debtor's name, to collect the Debtor's Accounts itself, to sell, assign, compromise, discharge or extend the time for payment of any Account, to institute legal action for the collection of any Account, and to do all acts and things necessary or incidental thereto. The Debtor hereby ratifies all that the Bank shall do by virtue hereof. The Bank may at any time, without notice to the Debtor, notify any Account Debtor that the Account payable by such Account Debtor has been assigned to the Bank and is to be paid directly to the Bank. At the Bank's request the Debtor shall so notify Account Debtors and shall indicate on all ▇▇▇▇▇▇▇▇ to Account Debtors that payments thereon are to be made to the Bank. Without the written consent of the Bank, the Debtor shall not compromise, discharge, extend the time for payment of or otherwise grant any indulgence or allowance with respect to any Account. Notwithstanding anything in this paragraph to the contrary, the rights of Bank under this paragraph shall arise only in the event Debtor is in default under the Line of Credit Agreement, the Term Loan Agreement or any other loan agreement or loan document with Bank.

Collection of Accounts. The Collateral (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as agent for the Secured Parties hereby authorizes the Debtor are reasonably acceptable to collect Agent into which Borrower shall promptly deposit and dispose of the direct its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the Accountsidentical form in which such payments are made, which authority whether by cash, check or other manner. Promptly upon Agent's request, Borrower shall, subject to the Collateral Agent may curtail Intercreditor Agreement, deliver, or terminate cause to be delivered to Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.3 hereof or at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply Agent may become bank's customer with respect to the Blocked Accounts and shall execute and deliver such agreements or documents as Agent may require in connection therewith. Borrower agrees that all payments made to such Blocked Accounts or other funds on deposit received and collected by Agent or any Lender, whether in respect of the Collection Account against Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations in such order and therefore shall constitute the property of application as is required by Agent and Lenders to the extent of the then outstanding Obligations, and shall be subject to the terms and conditions of the Intercreditor Agreement. (b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next Business Day. (c) Borrower and its Subsidiaries shall, subject to the terms and conditions contained herein and in the Intercreditor Agreement, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Agent within five (5) days after demand by Agent for any amounts owed or paid to any bank at which a Blocked Account or any other deposit account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent's payments to or indemnification of such bank or person. The obligations of Borrower to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. The Collateral (a) Borrower shall establish and maintain, at its expense, lockboxes and related blocked accounts (in either case, "Blocked Accounts"), with such banks as are reasonably acceptable to Agent as agent for the Secured Parties hereby authorizes the Debtor into which Borrower shall promptly deposit and direct account debtors to collect directly remit all payments on Receivables and dispose of the all payments constituting proceeds of Inventory or other Collateral in the Accountsidentical form in which such payments are made, which authority whether by cash, check or other manner. Borrower shall deliver, or cause to be delivered to Agent a Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Borrower agrees that at the Collateral Agent may curtail or terminate at any time following election of Agent, upon the occurrence and during the continuance continuation of a Trigger Event, all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be directed to the Agent Payment Account on a daily basis and, at Agent's election upon the occurrence and during the continuation of an Event Default, shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore such payments shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. To the extent no Event of DefaultDefault has occurred and is continuing, amounts in the Agent Payment Account shall be disbursed as directed by Borrower. After such authority has been curtailed or terminatedFor the avoidance of doubt, the Debtor shallunless and until a Trigger Event shall have occurred and shall be continuing, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone Borrower shall have the power of withdrawal sole and exclusive right to make or direct payments and withdrawals from the Blocked Accounts. (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. b) For purposes of computing interestcalculating the amount of the Loans available to Borrower, amounts on deposit in the Collateral Agent shall treat deposited checks, drafts Payment Account will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account; provided such payments and other items as collected notice thereof are received in accordance with the Collateral Agent’s normal availability schedule, but 's usual and customary practices as in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will effect from time to time apply and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, such payments or other funds on deposit received will be applied (conditional upon final collection) to the Obligations the next Business Day following the date of receipt of immediately available funds by Agent in the Collection Agent Payment Account against provided such payments or other funds and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the Obligations next Business Day. As between the Agent and the Lenders, the economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent. (c) Borrower and each Guarantor shall, and shall cause their respective shareholders, directors, employees, agents, Subsidiaries or other Affiliates to, immediately upon receipt of any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control, deposit or cause the same to be deposited in the Blocked Accounts. Borrower and each Guarantor agrees to 48 (d) Notwithstanding anything herein to the contrary, all proceeds received in the Agent Payment Account that originated from a Guarantor shall, to the extent applied to the Obligations, be deemed (i) if Agent has made demand of payment under such order Guarantor's guaranty or an Event of application as Default has occurred under Section 10.1(g) or Section 10.1(h) hereof with respect to such Guarantor, a payment on such Guarantor's guaranty in favor of Agent, (ii) to the extent such Guarantor owes monetary obligations to Borrower and clause (i) is required by not otherwise applicable, a repayment of such Guarantor's obligations to Borrower or (iii) to the Intercreditor Agreementextent no such monetary obligations are owing from such Guarantor to Borrower and clause (i) is not otherwise applicable, a loan from such Guarantor to Borrower subject to the terms of Section 9.10(g) hereof.

Collection of Accounts. The Collateral Agent (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as agent for the Secured Parties hereby authorizes the Debtor Lender may specify, with such banks as are acceptable to collect Lender into which Borrower shall promptly deposit and dispose of the direct its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the Accountsidentical form in which such payments are made, which authority whether by cash, check or other manner, except for those payments deposited in the Collateral Agent may curtail Tax Reserve Account to the extent permitted in Section 5.2(d) hereof. Borrower shall deliver, or terminate cause to be delivered to Lender, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply Lender may become bank’s customer with respect to the Blocked Accounts and promptly upon Lender’s request, Borrower shall execute and deliver such agreements or documents as Lender may require in connection therewith. Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of Lender to the extent of the then outstanding Obligations. (b) Borrower shall establish and maintain, at its expense, check, credit card, charge card and debit card processing and other such merchant payments processing arrangements with the Merchant Payment Processors set forth in the Information Certificate, and after prior written notice to Lender, with such other Merchant Payment Processors as Borrower may select which are acceptable to Lender. Borrower shall irrevocably authorize and direct in writing all current and future Merchant Payment Processors to remit all payments due Borrower under any Merchant Payment Agreement to the Blocked Account by wire transfer on a daily basis or as otherwise directed by Lender. Such authorizations and directions shall not be rescinded, revoked or modified without the prior written consent of Lender and shall continue in full force and effect until all Obligations are fully and indefeasibly paid and this Agreement terminated. (c) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender of immediately available funds in the Lender Payment Account provided such payments and notice thereof are received in accordance with Lender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower’s loan account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Lender in the Lender Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower’s loan account on such day, and if not, then on the next Business Day. In the event that at any time or from time to time there are no Revolving Loans outstanding, Lender shall be entitled to an administrative fee in an amount equivalent to the Interest Rate for Prime Rate Loans (on a per annum basis) multiplied by the amount of the funds on deposit received in the Collection Blocked Account against for such day as calculated by Lender in accordance with its customary practice. (d) Borrower and its shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Lender, receive, as the Obligations property of Lender, any monies, checks, notes, drafts, credit, charge or debit card sales drafts, credit, charge or debit card sales, charge or debit slips, charge or debit receipts, or any other payment relating to and/or proceeds from sales of Inventory or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower’s own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, other deposit account or investment account is established or any other bank, financial institution or other person involved in the transfer of funds to or from the Blocked Accounts, any other deposit accounts or any investment account arising out of Lender’s payments to or indemnification of such order bank, financial institution or other person. The obligation of application as is required by Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the Intercreditor termination or non-renewal of this Agreement.

Collection of Accounts. The Collateral Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Agent may specify, with such banks as agent for the Secured Parties hereby authorizes the Debtor are acceptable to collect Agent into which Borrowers shall promptly deposit and dispose of the direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the Accountsidentical form in which such payments are made, which authority the Collateral whether by cash, check or other manner. Borrowing Base Parties shall deliver, or cause to be delivered to Agent may curtail a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or terminate at any time following and from time to time Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Agent’s request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts upon the occurrence and during the continuance of a Cash Dominion Event or other funds received and collected by Agent or any Event of Default. After such authority has been curtailed or terminatedLender, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances whether in payment of or on account respect of the AccountsReceivables, deposit as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the same in Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. Without limiting any other rights of Agent or Lenders hereunder or under any of the other Financing Agreements, Agent may, at its option at any time that a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone Cash Dominion Event shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall notoccurred and be continuing, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items subject to the Debtor and terms of any applicable Deposit Account Control Agreement, instruct the depository banks at which any Blocked Account is maintained to collect interest on transfer all available funds received or deposited into such charged-back items. Funds placed in Blocked Account to the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Payment Account. The Collateral Agent as agent for the Secured Parties will from time to time apply the funds on deposit in the Collection Account against the Obligations in such order of application as is required by the Intercreditor Agreement.

Collection of Accounts. The Collateral (a) Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Agent may specify, with such banks as agent for the Secured Parties hereby authorizes the Debtor are acceptable to collect Agent into which Borrowers shall promptly deposit and dispose of the direct their account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the Accountsidentical form in which such payments are made, which authority the Collateral whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Agent may curtail a Deposit Account Control Agreement in form and substance satisfactory to Agent, duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Agent’s request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Prior to the occurrence of a Cash Dominion Trigger Date, Borrowers shall be permitted to transfer cash from the Blocked Accounts and to use the funds on therein for working capital and general corporate purposes to the extent permitted herein. Upon the occurrence of a Cash Dominion Trigger Date, (i) each Borrower and Guarantor agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral, or otherwise, shall be treated as payments to Agent and Lenders in respect of the Obligations and shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations, and (ii) the Agent may disregard Borrowers’ instructions with respect to the Blocked Accounts, exercise exclusive dominion and control over the Blocked Accounts, and apply funds deposited therein as directed by the Required Lenders or as otherwise provided herein. Agent’s rights to exercise exclusive dominion and control over the Blocked Accounts shall continue in effect only until such time (if any) as Agent has confirmed that (i) no Event of Default then exists and (ii) Borrowers have maintained Excess Availability of at least $5,000,000 for 60 consecutive days. (b) Each Borrower and all of such Borrower’s shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Collection Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank at which a Blocked Account against is established or any other bank or Person involved in the Obligations in transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such order bank or Person. The obligation of application as is required by Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the Intercreditor termination of this Agreement.

Collection of Accounts. The Collateral Borrowers shall establish and maintain, at its expense, lockboxes and related blocked accounts with such banks as are acceptable to Agent in good faith (such account or accounts being referred to herein, collectively, as agent for the Secured Parties hereby authorizes the Debtor to collect and dispose of the proceeds of the “Blocked Accounts, which authority the Collateral Agent may curtail or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash”, and other remittances in payment of or on account of the Accounts, deposit the same in individually as a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Blocked Account”). The remittance Borrowers shall promptly deposit and direct its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner, to the Blocked Account. Borrowers shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2(d) hereof. Promptly upon Agent’s request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Each Borrower agrees that all payments made to any Blocked Account or other funds received and collected by Agent or any Lender on or after a Direct Remittance Event (as defined below), whether in respect of the Receivables, as proceeds of such Accounts Inventory or other Collateral of Borrowers or otherwise shall not, however, be treated as payments to Agent and Lenders in respect of the Obligations of Borrowers and therefore shall constitute payment or liquidation the property of such Accounts until Agent and Lenders to the Collateral Agent as agent for extent of the Secured Parties shall receive good funds for such proceedsthen outstanding Obligations of Borrowers. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with instruct the Collateral Agent’s normal availability schedule, but in doing so depository banks at which the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have Blocked Accounts are maintained to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply transfer the funds on deposit in the Collection Blocked Accounts to such operating bank account of Borrowers as Borrowers may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise in accordance with this Agreement. Upon the occurrence of a Direct Remittance Event, Agent may instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Agent Payment Account against or as Agent may otherwise direct. For purposes hereof, a “Direct Remittance Event” shall exist at any time that (A) a Default or Event of Default shall exist or have occurred and be continuing or (B) Excess Availability shall have fallen below an amount equal to twelve and one-half (12.5%) percent of the Obligations in such order of application as is required by the Intercreditor AgreementMaximum Credit.

Collection of Accounts. The Collateral Agent as agent for the Secured Parties hereby authorizes the Debtor to collect and dispose of the proceeds of the AccountsLender or its designee may, which authority the Collateral Agent may curtail or terminate at any time following time, with or without notice to Borrower, notify customers or Account debtors that the occurrence Accounts have been assigned to Lender, and during that Lender has a security interest in them and collect the continuance Accounts directly, and add the collection costs and expenses to the Obligations, but, unless and until Lender does so or gives Borrower other written instructions, Borrower shall notify all Account debtors to remit payments on Accounts by check to Lender’s lockbox to be designated by Lender. Any wire transfers or ACH electronic payments shall be sent directly into Lender’s blocked account. All such payments remitted to the lockbox shall be credited to a deposit account of Lender and into which account remittances from account debtors of other clients of Lender may be credited. If notwithstanding said notice Borrower obtains payment on any Event Account, Borrower shall receive all payments on Accounts and other proceeds, including cash, of DefaultCollateral in trust for Lender and immediately deposit said payments into Lender’s blocked account, with any necessary endorsements and remit copies of said payments to Lender via electronic mail. After such authority has been curtailed or terminated, Any credit card payments obtained by Borrower on Accounts shall be remitted to Lender on the Debtor shall, upon day of receipt of all checkssuch credit card payment, draftsby depositing an exchange check into Lender’s blocked account. Notwithstanding the foregoing, cashon or before January 31, and other remittances in payment of or on 2011, Lender shall use its good faith commercially reasonable efforts to establish a separate deposit account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Lender’s Deposit Account”)) under Lender’s exclusive dominion and control. The remittance No funds of the proceeds of such Accounts shall not, however, constitute payment Lender or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and any other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account person shall be held by in the Collateral Agent as agent for Lender’s Deposit Account or commingled in any way with the Secured Parties as security for funds held therein. Once the Obligations. These proceeds Lender’s Deposit Account has been established, all checks received in the lockbox and all wire transfers or ACH electronic payments shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Lender’s Deposit Account. The Collateral Agent as agent for the Secured Parties will from time to time apply the funds on deposit in the Collection Account against the Obligations in such order of application as is required by the Intercreditor Agreement.

Collection of Accounts. Until payment in full in cash of all Advances and all other Obligations relating to the Revolving Line (other than inchoate indemnity obligations) and Bank’s obligations to make Advances and any other Credit Extensions relating to the Revolving Line have terminated (provided that Borrower’s obligation under this sentence shall not end at a time when any Event of Default exists), Borrower shall be a party to a three party agreement (the “Lockbox Agreement”) with Bank and a lockbox provider (the “Lockbox Provider”). The Collateral Agent Lockbox Agreement and Lockbox Provider shall be acceptable to Bank. Borrower shall use the lockbox address as agent for the Secured Parties hereby authorizes payment address on all invoices issued by Borrower and shall direct all its Account Debtors to remit their payments to the Debtor lockbox address. The Lockbox Agreement shall provide that the Lockbox Provider shall remit all collections received in the lockbox to collect Bank. Upon Bank’s receipt of such collections, Bank shall apply the same as follows: (i) If a Streamline Period is in effect, Bank shall deposit such proceeds into the operating account of Borrower at Bank that has been designated by Borrower; and (ii) If a Streamline Period is not in effect, Bank shall apply such proceeds to the outstanding Advances, and dispose if all outstanding Advances have been paid in full, Bank shall deposit the remainder into the operating account of Borrower at Bank that has been designated by Borrower; and (iii) If a Default or Event of Default has occurred and is continuing, without limiting Bank’s other rights and remedies, Bank shall have the right to apply such proceeds to the outstanding Obligations in such order as it shall determine in its discretion. It is understood and agreed by Borrower that this Section does not impose any affirmative duty on Bank to do any act other than to turn over such amounts. Without limitation on the foregoing, whether or not an Event of Default has occurred and is continuing, Borrower shall immediately deliver all payments on and proceeds of Accounts to an account maintained with Bank to be applied (i) prior to an Event of Default, pursuant to the Accountsterms of Section 2.5(b) hereof, which authority the Collateral Agent may curtail or terminate at any time following and (ii) after the occurrence and during the continuance of any an Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items pursuant to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement terms of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply the funds on deposit in the Collection Account against the Obligations in such order of application as is required by the Intercreditor AgreementSection 9.4 hereof.

Collection of Accounts. The Collateral (a) Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts") as Agent may specify, with such banks as agent for the Secured Parties hereby authorizes the Debtor are acceptable to collect Agent into which Borrowers shall promptly deposit and dispose of the direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the Accountsidentical form in which such payments are made, which authority the Collateral Agent may curtail whether by cash, check or terminate other manner. Each Borrower shall deliver, or cause to be delivered to Agent, a Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply Agent, for itself and the ratable benefit of Lenders, may become bank's customer with respect to the Blocked Accounts and promptly upon Agent's request, such Borrower shall execute and deliver such agreements or documents as Agent may require in connection therewith. Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) Borrowers shall establish and maintain, at their expense, check, credit card, charge card and debit card processing and other such merchant payments processing arrangements only with the Merchant Payment Processors set forth in Schedule 6.3(b) hereto, and after prior written notice to Agent, with such other Merchant Payment Processors as any Borrower may select which are acceptable to Agent. Each Borrower shall irrevocably authorize and direct in writing all current and future Merchant Payment Processors to remit all payments due such Borrower under any Merchant Payment Agreement to the Blocked Account by wire transfer on deposit a daily basis or as otherwise directed by Agent. Such authorizations and directions shall not be rescinded, revoked or modified without the prior written consent of Agent and shall continue in full force and effect until all Obligations are fully and indefeasibly paid and this Agreement terminated. (c) For purposes of calculating the amount of the Revolving Loans available to Borrowers, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Collection Payment Account against provided such payments and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers' loan account(s) on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Agent in the Payment Account provided such order payments or other funds and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers' loan account(s) on such day, and if not, then on the next Business Day. (d) Each Borrower and its shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent and Lenders, receive, as the property of application as Agent and Lenders, any monies, checks, notes, drafts, credit, charge or debit card sales drafts, credit, charge or debit card sales, charge or debit slips, charge or debit receipts, or any other payment relating to and/or proceeds from sales of Inventory or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower's own funds. Borrowers agree to reimburse Agent and the Lenders on demand for any amounts owed or paid to any bank at which a Blocked Account is required by established or any other bank or person involved in the Intercreditor transfer of funds to or from the Blocked Accounts arising out of Agent's or any Lender's payments to or indemnification of such bank or person. The obligation of Borrowers to reimburse Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. The Collateral Debtor shall, unless otherwise directed by Agent following the occurrence and during the continuation of an Event of Default under either of the Bank Agreement or the Met Life Agreement (as agent "Event of Default" is defined in those respective agreements), collect all of Debtor's Receivables. With respect to any Receivables collected by the Agent, Debtor authorizes Agent to indorse the name of Debtor upon any checks or other items received in payment of any Receivable and to do any and all things necessary in order to reduce the same to money. All amounts received by Agent representing payment of Receivables may be applied by Agent to the payment of the Obligations in such order of preference as Agent may determine, or Agent may, at its option, impound all or any portion of such amounts and retain said amounts as security for the Secured Parties hereby authorizes the Debtor to collect and dispose payment of the proceeds Obligations, with the right on the part of Debtor, upon approval by Agent, to obtain the release of all or part of such impounded amounts. Agent may, however, at any time, apply all or any part of such impounded amounts as aforesaid. If so directed by Agent following the occurrence and during the continuation of an Event of Default under either of the AccountsBank Agreement or the Met Life Agreement, which authority Debtor shall hold all payments of any Receivable in trust for Agent and shall forthwith deliver the Collateral same to Agent may curtail or terminate in the form received by Debtor without commingling with any funds of Debtor. Debtor also authorizes Agent at any time following the occurrence and during the continuance continuation of an Event of Default under either of the Bank Agreement or the Met Life Agreement, without notice, to appropriate and apply any balances, credits, property, deposits, accounts or money of or owing to Debtor in Agent's possession, custody or control to the payment of any of the Obligations. Debtor agrees to execute, deliver, file and record all such notices, affidavits, assignments, financing statements and other instruments as shall in the reasonable judgment of Agent be necessary or desirable to evidence, validate and perfect the security interest of Agent in the Receivables. Following the occurrence and during the continuation of an Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account Default under either of the AccountsBank Agreement or the Met Life Agreement, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power right to notify any persons or entities owing any Receivables and to demand and receive payment, but Agent shall have no duty so to do. Upon request of withdrawal (Agent following the “Collection Account”). The remittance occurrence and during the continuation of an Event of Default under either of the proceeds of Bank Agreement or the Met Life Agreement, Debtor shall notify such Accounts account debtors and shall not, however, constitute payment or liquidation of indicate on all invoices to such Accounts until account debtors that the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral accounts are payable to Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply the funds on deposit in the Collection Account against the Obligations in such order of application as is required by the Intercreditor Agreement.

Collection of Accounts. The Collateral Agent as agent for Prior to the Secured Parties hereby authorizes the Debtor to collect occurrence of a Compliance Triggering Event or Event of Default, Borrowers shall retain control of their cash, including payments and dispose of the proceeds of the Collateral. Concurrently with this Agreement, Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Agent may specify, with such banks as are acceptable to Agent. Such Blocked Accounts may be Central Collection Deposit Accounts, which authority and the Collateral Agent may curtail or terminate at any time following term Blocked Accounts shall mean and include the Central Collection Deposit Accounts. Upon the occurrence and during the continuance of any an Event of Default. After Default or upon a Compliance Triggering Event and during any Availability Compliance Period, and upon Agent’s request, each Borrower shall promptly deposit into one or more Blocked Accounts, and direct its account debtors to directly remit into such authority has been curtailed Blocked Accounts all payments on Receivables, other than the Non-Borrower Receivables, and all payments constituting proceeds of Inventory or terminatedother Collateral in the identical form in which such payments are made, the Debtor shall, upon receipt of all checks, drafts, whether by cash, check or other manner. Concurrently with this Agreement, each Borrower shall deliver, or cause to be delivered to Agent, a Deposit Account Control Agreement duly authorized, executed and other remittances in payment delivered by each bank where a Blocked Account is maintained which agreement shall provide that upon notice from Agent (which shall be given upon an Event of Default or on account a Compliance Triggering Event and revoked promptly after the expiration of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds related Availability Compliance Reinstatement Date or waiver of such Accounts shall not, however, constitute payment or liquidation Event of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected Default in accordance with the Collateral terms hereof, as applicable), such bank will send funds on a daily basis to the Agent Payment Account and otherwise take instruction with respect to such Blocked Account only from Agent. Promptly upon Agent’s normal availability schedulerequest, but each Borrower shall execute and deliver such agreements or documents as Agent may require in doing so the Collateral connection therewith. Each Borrower agrees that after notice by Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor bank under the Deposit Account Control Agreement, all payments made to such Blocked Accounts or other funds received and collected by Agent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to collect interest on such charged-back items. Funds placed Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, in respect of the Obligations and therefore shall constitute the property of Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, to the extent of the then outstanding Obligations; provided, however, that in the Collection Account event any Non-Borrower Receivable is deposited into the Blocked Accounts, in error or otherwise, such deposit shall be held by treated as a non-refundable payment to Agent, for itself and the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement ratable benefit of the Debtor where necessary to permit collection of itemsLenders and the Bank Product Providers, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf in respect of the Debtor. Pending such deposit, Obligations and therefore shall constitute the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of Agent, for itself and the Debtor but will hold them separate ratable benefit of the Lenders and apart therefromthe Bank Product Providers, and upon an express trust for to the Collateral Agent until deposit thereof is made in extent of the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply the funds on deposit in the Collection Account against the Obligations in such order of application as is required by the Intercreditor Agreementthen outstanding Obligations.

Collection of Accounts. The Collateral (a) Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Agent may specify, with such banks as agent for the Secured Parties hereby authorizes the Debtor are acceptable to collect Agent into which Borrowers shall promptly deposit and dispose of the direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the Accountsidentical form in which such payments are made, which authority the Collateral whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Agent may curtail a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Agent’s request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement, so long as no Cash Dominion Event has occurred, if any bank which is a party to a Deposit Account Control Agreement with Agent exercises its right to terminate such Deposit Account Control Agreement and remits any funds in the Blocked Accounts subject to such Deposit Account Control Agreement to Agent, Agent shall, upon Administrative Borrower’s request, transfer such funds to the operating account of Administrative Borrower to which proceeds of Loans are then being transferred. Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Collection Blocked Accounts to such operating bank account of Borrowers as Borrowers may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Without limiting any other rights or remedies of Agent or Lenders, Agent may, at its option, instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account against at any time on or after a Cash Dominion Event. Upon and after a Cash Dominion Event, and notwithstanding anything to the contrary set forth in any Deposit Account Control Agreement, Agent shall be authorized to direct all of the depository banks at which Blocked Accounts are maintained to remit by federal funds wire transfer all funds received or deposited into such Blocked Accounts and related deposit accounts to the Agent Payment Account or as Agent may direct. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts upon or after a Cash Dominion Event or other funds received and collected by Agent or any Lender at any time, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to each Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such order payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day. The economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent. (c) Each Borrower and Guarantor and their respective employees, agents and Subsidiaries shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other deposit account or investment account is required by established or any other bank, financial institution or other person involved in the Intercreditor transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. The Collateral (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Agent may specify, with such banks as agent for the Secured Parties hereby authorizes the Debtor are selected by Borrower and reasonably acceptable to collect Agent into which Borrower shall promptly deposit and dispose of the direct all account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the Accountsidentical form in which such payments are made, which authority the Collateral whether by cash, check or other manner. Borrower shall deliver, or cause to be delivered to Agent may curtail a Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.4 hereof or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Agent’s request, Borrower shall execute and deliver such agreements and documents as Agent may require in connection therewith. Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Collection Blocked Accounts to such operating bank account of Borrower as Borrower may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Without limiting any other rights or remedies of Agent or Lenders, Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account against at any time that either: (i) an Event of Default shall exist or have occurred and be continuing, or (ii) Excess Availability is less than $25,000,000. Agent shall send to Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. In the event that at any time after Agent has instructed such depository banks to transfer such funds to the Agent Payment Account, each of the conditions set forth in clauses (i) and (ii) above do not exist or have not occurred and are not continuing for a period of thirty (30) consecutive days, upon Borrower’s written request received by Agent within five (5) Business Days after the end of such thirty (30) day period, Agent shall instruct such depository banks to transfer the funds on deposit in such accounts to such operating deposit account of Borrower as Borrower may specify in writing to Agent until such time as Agent is entitled to notify and shall notify the depository bank otherwise as provided above (the period during which funds received or deposited into the Blocked Accounts are required pursuant to this Section 6.3(a) to be transferred to the Agent Payment Account being herein referred to as the “Cash Dominion Period”). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise, in each case during a Cash Dominion Period, shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such order payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower’s loan account on such day, and if not, then on the next Business Day. (c) Borrower and its shareholders, directors, employees, agents and Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of application as Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with Borrower’s own funds. Borrower agrees to reimburse Agent on demand for any amounts owed or paid to any bank at which a Blocked Account or any other deposit account is required by established or any other bank or person involved in the Intercreditor transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank or person. The obligations of Borrower to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. The Collateral (a) Borrowers shall establish and maintain, at its expense, lockboxes and related blocked accounts with such banks as are acceptable to Agent in good faith (such account or accounts being referred to herein, collectively, as agent for the Secured Parties hereby authorizes the Debtor to collect and dispose of the proceeds of the “Blocked Accounts, which authority the Collateral Agent may curtail or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash”, and other remittances in payment of or on account of the Accounts, deposit the same in individually as a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Blocked Account”). The remittance Borrowers shall promptly deposit and direct its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner, to the Blocked Account. Borrowers shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2(d) hereof. Promptly upon Agent’s request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Each Borrower agrees that all payments made to any Blocked Account or other funds received and collected by Agent or any Lender on or after a Direct Remittance Event (as defined below), whether in respect of the Receivables, as proceeds of such Accounts Inventory or other Collateral of Borrowers or otherwise shall not, however, be treated as payments to Agent and Lenders in respect of the Obligations of Borrowers and therefore shall constitute payment or liquidation the property of such Accounts until Agent and Lenders to the Collateral Agent as agent for extent of the Secured Parties shall receive good funds for such proceedsthen outstanding Obligations of Borrowers. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with instruct the Collateral Agent’s normal availability schedule, but in doing so depository banks at which the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have Blocked Accounts are maintained to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply transfer the funds on deposit in the Collection Blocked Accounts to such operating bank account of Borrowers as Borrowers may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise in accordance with this Agreement. Upon the occurrence of a Direct Remittance Event, Agent may instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Agent Payment Account against or as Agent may otherwise direct. For purposes hereof, a “Direct Remittance Event” shall exist at any time that (A) a Default or Event of Default shall exist or have occurred and be continuing or (B) Excess Availability shall have fallen below $30,000,000. (b) The Deposit Account Control Agreements with the depository banks at which the Blocked Accounts are maintained shall provide that, unless such depository bank receives written instruction from Agent to the contrary, the items received for deposit therein, or the available funds from time to time on deposit therein, will be transferred daily, only to the Agent Payment Account. (c) For purposes of calculating the amount of the Loans available to such Borrower, such payments will be applied (conditional upon final collection) to the Obligations of the applicable Borrower on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such order payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day. For the purposes of application calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations on the Business Day following the date of receipt of immediately available funds by Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as is required in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day. In the event that at any time or from time to time there are no Loans to Borrowers outstanding, Agent shall be entitled to an administrative fee payable by such Borrower in an amount calculated based on the Interest Rate for Prime Rate Loans (on a per annum basis) multiplied by the Intercreditor amount of the funds received in the Blocked Account for such day as calculated by Agent in accordance with its customary practice. The economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent. (d) Subject to Section 6.3(b) above, each Borrower and its Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with such Borrower’s own funds. Borrowers agree to reimburse Agent and Lenders on demand for any amounts owed or paid to any bank at which a Blocked Account is established for it or any other bank or person involved in the transfer of funds to or from its Blocked Accounts arising out of payments by Agent or any Lender to or indemnification of such bank or person in connection with such Blocked Account or any amounts received therein or transferred therefrom. The obligations of Borrower to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. The Collateral (a) Borrowers shall establish and maintain, at their expense, blocked accounts (“Blocked Accounts”), as Agent may specify, with such banks as agent for the Secured Parties hereby authorizes the Debtor are acceptable to collect Agent into which Borrowers shall promptly deposit all payments on Receivables and dispose of the all payments constituting proceeds of Inventory or other Collateral in the Accountsidentical form in which such payments are made, which authority the Collateral whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Agent may curtail a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply Agent may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Agent’s request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to each Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day. In the event that at any time or from time to time there are no Revolving Loans outstanding, Agent shall be entitled to an administrative fee in an amount calculated based on the Interest Rate for Prime Rate Loans (on a per annum basis) multiplied by the amount of the funds on deposit received in the Collection Blocked Account against for such day as calculated by Agent in accordance with its customary practice. The economic benefit of the Obligations timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent. (c) Each Borrower and Guarantor and their respective employees, agents and Subsidiaries shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds except in such order Blocked Accounts. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other deposit account or investment account is established or any other bank, financial institution or other person involved in the transfer of application as is required by funds to or from the Intercreditor Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. The Collateral Agent as agent for (a) On or before the Secured Parties hereby authorizes the Debtor to collect and dispose of the proceeds of the Accounts, which authority the Collateral Agent may curtail or terminate at any time date that is 60 days following the occurrence and during the continuance of any Event of Default. After Closing Date, or such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated later date agreed to by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal in its reasonable discretion (the “Collection AccountControl Agreement Deadline”), each Grantor shall (i) execute and deliver to the Agent a Deposit Account Control Agreement for each Collateral Deposit Account, which Collateral Deposit Accounts as of the Closing Date are identified as such on Exhibit E, and (ii) establish lock box service (the “Lock Boxes”) with banks at which lock boxes are maintained (which banks as of the Closing Date are set forth in Exhibit E), which Lock Boxes shall be subject to irrevocable lockbox agreements (which may be set forth in Deposit Account Control Agreements) in form and substance reasonably acceptable to the Agent and, if applicable, shall be accompanied by an acknowledgment by the bank where the Lock Box is located of the Lien of the Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to a Dominion Account (a “Lock Box Agreement”). (b) Each Grantor shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts are made directly to a Dominion Account (or a Lock Box relating to a Dominion Account). While a Dominion Trigger Period is in effect, the Agent shall be authorized to exercise exclusive control over any Collateral Deposit Account at all times and no Grantor will be permitted to remove any item from a Lock Box or from a Collateral Deposit Account without the Agent’s prior written consent. The remittance of the proceeds of such Accounts shall notAgent hereby agrees that (A) except as provided in Section 6.1, however, constitute payment it will not deliver a notice exercising exclusive control over a Collateral Deposit Account unless a Dominion Trigger Period is in effect and (B) it will deliver a notice rescinding its exclusive control over any Collateral Deposit Account with respect to which it has previously delivered a notice exercising exclusive control if no Dominion Trigger Period is then in effect. If any Grantor should refuse or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interestneglect to notify any Account Debtor to forward payments directly to a Dominion Account (or a Lock Box relating to a Dominion Account), the Collateral Agent shall, notwithstanding anything to the contrary set forth herein, be entitled to make such notification directly to such Account Debtor. If notwithstanding the foregoing instructions any Grantor receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account, except as otherwise expressly permitted by the Credit Agreement. The Agent shall treat deposited checkshold and apply funds received into Dominion Accounts as provided in the Credit Agreement, drafts including, without limitation, as provided in Sections 5.6 and 8.2 thereof. (c) Each Cash Collateral Account and all Cash Collateral shall be under the sole dominion and control of Agent at all times, whether or not a Dominion Trigger Period is in effect, and no Grantor or other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds Person shall have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for any Cash Collateral, until Full Payment of the Obligations. These proceeds All such Cash Collateral while held in a Cash Collateral Account shall continue to be deposited in precisely the form received, except held as collateral security for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply the funds on deposit in the Collection Account against all the Obligations and shall not constitute payment thereof until applied as provided in such order of application as is required by the Intercreditor Agreement.

Collection of Accounts. The Collateral (a) Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as agent for the Secured Parties hereby authorizes the Debtor are reasonably acceptable to collect Agent into which Borrowers shall promptly deposit and dispose of the direct their respective Account Debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the Accountsidentical form in which such payments are made, which authority the Collateral whether by cash, check or other manner. Borrowers and Guarantors, shall deliver, or cause to be delivered to Agent may curtail a Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply Agent may become the bank's customer with respect to any of the Blocked Accounts and promptly upon Agent's request, Borrowers shall execute and deliver such agreements and documents as Agent may reasonably require in connection therewith. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) Canadian Direct shall establish and maintain, at its expense, deposit accounts with such banks in Canada as are reasonably acceptable to Agent (the "Canadian Blocked Accounts") into which Canadian Direct shall promptly cause all amounts on deposit in the deposit accounts listed on Schedule 6.3 annexed hereto (together with any other deposit accounts at any time established or used by such Borrower for receiving such proceeds after the date hereof, collectively, the "Local Bank Accounts") and shall itself deposit or cause to be deposited all payments on Receivables, all amounts payable to Borrowers from Credit Card Issuers and Credit Card Processors, and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Canadian Direct shall deliver, or cause to be delivered to Agent a Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Canadian Blocked Account or a Local Bank Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Agent may become the bank's customer with respect to any of the Canadian Blocked Accounts and promptly upon Agent's request, Borrowers shall execute and deliver such agreements and documents as Agent may reasonably require in connection therewith. Subject to the terms and conditions contained herein, Agent shall instruct the depository banks at which the Canadian Blocked Accounts are maintained to transfer the funds on deposit in the Collection Canadian Blocked Accounts to such operating bank account of Canadian Direct and to follow the directions of Canadian Direct until such time as Agent shall notify the depository bank otherwise. Agent will only instruct the depository banks at which the Canadian Blocked Accounts are maintained to transfer all funds received or deposited into the Canadian Blocked Accounts to the Agent Payment Account against at any time that either: (A) an Event of Default shall exist or have occurred and be continuing, or (B) Excess Availability shall be less than $5,000,000. Canadian Direct agrees that all payments made to such Canadian Blocked Accounts or other funds received and collected by Agent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (c) For purposes of calculating the principal amount of the Loans available to each Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such order payments and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next Business Day. In the event that at any time or from time to time there are no Revolving Loans outstanding, Agent shall be entitled to an administrative charge in an amount equivalent to the interest that would have been payable for such Business Day had there been Revolving Loans outstanding on such day as calculated by Agent in accordance with its customary practice, PROVIDED, THAT, an administrative charge shall not be charged with respect to amounts received into the Agent Payment Account in respect of the proceeds of an initial public offering of the Capital Stock of Parent. The economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent. (d) Each Borrower and Guarantor and their respective shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower's or Guarantor's own funds, PROVIDED, THAT, if at any time the Excess Availability shall be less than $5,000,000, Borrowers and Guarantors shall promptly upon Agent's request cause the portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to be deposited into a separate bank account or accounts established for such purpose. Borrowers and Guarantors agree to reimburse Agent on demand for any amounts owed or paid to any bank at which a Blocked Account or any other deposit account is required by established or any other bank or person involved in the Intercreditor transfer of funds to or from the Blocked Accounts arising out of Agent's payments to or indemnification of such bank or person. The obligations of Borrowers and Guarantors to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. The Collateral Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as agent for the Secured Parties hereby authorizes the Debtor are acceptable to collect Agent into which Borrowers shall promptly deposit and dispose of the direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the Accountsidentical form in which such payments are made, which authority the Collateral whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Agent may curtail a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply Agent may become the bank's customer with respect to any of the Blocked Accounts and promptly upon Agent's request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement, so long as no Cash Dominion Event has occurred and is continuing, if any bank which is a party to a Deposit Account Control Agreement with Agent exercises its right to terminate such Deposit Account Control Agreement and remits any funds in the Blocked Accounts subject to such Deposit Account Control Agreement to Agent, Agent shall, upon Administrative Borrower's request, transfer such funds to the operating account of Administrative Borrower to which proceeds of Loans are then being transferred. Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Collection Blocked Accounts to such operating bank account of Borrowers as Borrowers may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Without limiting any other rights or remedies of Agent or Lenders, Agent may, at its option, instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account against at any time on or after a Cash Dominion Event. Upon and after a Cash Dominion Event, and notwithstanding anything to the contrary set forth in any Deposit Account Control Agreement, Agent shall be authorized to direct all of the depository banks at which Blocked Accounts are maintained to remit by federal funds wire transfer all funds received or deposited into such Blocked Accounts and related deposit accounts to the Agent Payment Account or as Agent may direct. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts upon or after a Cash Dominion Event or other funds received and collected by Agent or any Lender at any time, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. Upon and after Cash Dominion Termination, and unless and until a subsequent Cash Dominion Event may occur, Agent shall immediately direct any and all banks which it had previously notified to transfer funds to the Agent Payment Account or to Agent, to cease transferring funds to the Agent Payment Account and to transfer the funds on deposit in the Blocked Accounts to such order operating bank account of application Borrowers as is required by the Intercreditor AgreementBorrowers may specify.

Collection of Accounts. The Collateral Agent (a) Borrower and Guarantors shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as agent for the Secured Parties hereby authorizes the Debtor Lender may specify, with such banks as are acceptable to collect Lender into which Borrower and dispose of the Guarantors shall promptly deposit and direct their respective account debtors to directly remit all payments constituting proceeds of Collateral (other than amounts deposited into Excluded Accounts) in the Accountsidentical form in which such payments are made, which authority the Collateral Agent may curtail or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, whether by cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash check or other remittances with any funds manner. Borrower and Guarantors shall deliver, or other property of cause to be delivered to Lender a Deposit Account Control Agreement (provided, that, each Deposit Account Control Agreement shall provide that the Debtor but will hold them separate and apart therefrom, and upon an express trust for applicable depository banks at which the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time Blocked Accounts are maintained are authorized by Lender to time apply transfer the funds on deposit in the Collection Blocked Accounts to such operating bank account of Borrower or Guarantor as Borrower or such Guarantor may specify in writing to Lender until such time as Lender shall notify the depository bank otherwise) duly authorized, executed and delivered by each bank where a Blocked Account against is maintained as provided in Section 5.2 hereof or at any time and from time to time Lender may become the bank's customer with respect to any of the Blocked Accounts and promptly upon Lender's request, Borrower and each Guarantor shall execute and deliver such agreements and documents as Lender may require in connection therewith. Lender will only instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Lender Payment Account at any time upon and after the occurrence of a Cash Dominion Event (and until the occurrence of a Cash Dominion Reversion Date) Borrower and each Guarantor agrees that at all times that Lender shall have notified any depository bank to transfer funds from the Blocked Accounts, all payments made to such Blocked Accounts or other funds received and collected by Lender shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of Lender to the extent of the then outstanding Obligations, and the balance of any such funds shall be promptly, at the receipt by Lender of a request of Borrower, transferred by Lender to the operating account specified by Borrower. (b) For purposes of calculating the amount of the Revolving Loans available to each Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender of immediately available funds in the Lender Payment Account provided such order payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next Business Day. For the purposes of application calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations on the date of receipt of immediately available funds by Lender in the Lender Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next Business Day. (c) Borrower and each Guarantor and their respective employees, agents and Subsidiaries shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts in accordance with Section 6.3(a) hereof, or at all times during a Cash Dominion Event remit the same or cause the same to be remitted, in kind, to Lender. In no event during a Cash Dominion Event shall the same be commingled with Borrower's or Guarantor's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other deposit account or investment account is required by established or any other bank, financial institution or other person involved in the Intercreditor transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank, financial institution or other person. The obligations of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.

Collection of Accounts. The Collateral Borrowing Base Parties shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as agent for the Secured are acceptable to Agent into which Borrowing Base Parties hereby authorizes the Debtor shall promptly deposit and direct their respective account debtors to collect directly remit all payments on Receivables and dispose of the all payments constituting proceeds of Inventory or other Collateral in the Accountsidentical form in which such payments are made, which authority the Collateral whether by cash, check or other manner. Borrowing Base Parties shall deliver, or cause to be delivered to Agent may curtail a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply Agent may become the bank's customer with respect to any of the Blocked Accounts and promptly upon Agent's request, Borrowing Base Parties shall execute and deliver such agreements and documents as Agent may require in connection therewith. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts or other funds on deposit received and collected by Agent or any Lender, whether in respect of the Collection Account against Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations in and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. With respect to the disbursement accounts of Borrowing Base Parties (but not the Blocked Accounts or any collection accounts), Agent will only instruct the depository banks at which such order disbursement accounts are maintained to transfer funds deposited into the disbursement accounts to the Agent Payment Account at any time that an Event of application as is required by the Intercreditor AgreementDefault shall exist or have occurred and be continuing.

Collection of Accounts. The Collateral (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as agent for the Secured Parties hereby authorizes the Debtor are reasonably acceptable to collect Agent into which Borrower and dispose of the each Restricted Subsidiary shall promptly deposit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the Accountsidentical form in which such payments are made, which authority the Collateral Agent may curtail whether by cash, check or terminate other manner. Borrower shall deliver and shall cause each Restricted Subsidiary to deliver, or cause to be delivered to Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time following and from time to time Agent may become bank's customer with respect to the occurrence Blocked Accounts and during promptly upon Agent's request, Borrower shall execute and deliver and shall cause each Restricted Subsidiary to delivery such agreements or documents as Agent may require in connection therewith. Unless and until a Trigger Event exists, Agent shall permit such banks maintaining such Blocked Accounts to remit amounts deposited therein to the continuance operating accounts of Borrower or such Restricted Subsidiary. During the existence of a Trigger Event, Borrower agrees that Agent may determine, in Agent's sole discretion, that all or any portion of the payments made to such Blocked Accounts or other funds received and collected by Agent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent to the extent of the then outstanding Obligations; provided, however, that if no Revolving Loans are outstanding and no Event of Default shall exist or be continuing at the time any such funds are received or after application of any Event such funds, such funds shall be promptly remitted to Borrower to the extent that at such time the Borrowing Base meets or exceeds existing Letter of Default. After Credit Accommodations and fees and expenses then due and owing by Borrower or any Obligor to Agent or any Lender pursuant to this Agreement are paid in full. (b) For purposes of calculating the amount of the Revolving Loans available to Borrower, such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or payments on account of the Accounts, deposit Revolving Loans pursuant to Section 6.4 hereof will be applied (conditional upon final collection) to the same Revolving Loans on the Business Day of receipt by Agent of immediately available funds in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of Payment Account provided such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts payments and other items as collected notice thereof are received in accordance with the Collateral Agent’s normal availability schedule, but 's usual and customary practices as in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will effect from time to time apply and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Revolving Loans, such payments or other funds on deposit received will be applied (conditional upon final collection) to the Revolving Loans the next Business Day following the date of receipt of immediately available funds by Agent in the Collection Agent Payment Account against provided such payments or other funds and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the Obligations next Business Day. (c) Borrower and its shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent's payments to or indemnification of such order bank or person. The obligation of application as is required by Borrower to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the Intercreditor termination or non-renewal of this Agreement.

Collection of Accounts. The Collateral Agent as agent for may on behalf of the Secured Parties hereby authorizes the Debtor to collect and dispose of the proceeds of the AccountsParties, which authority or at the Collateral Agent may curtail or terminate at any time following Agent’s request, Borrower shall, upon the occurrence and during the continuance of any an Event of Default. After such authority has been curtailed , notify any account debtor or terminatedany obligor on an instrument to make payment directly to a post office box specified by and under the sole control of the Collateral Agent, whether or not the Debtor shall, upon receipt of all checks, drafts, cashCollateral Agent was theretofore making collections with respect thereto, and other remittances in payment the Collateral Agent shall be entitled to take control of or any proceeds thereof for the benefit and on account behalf of the Accounts, deposit the same in a special account designated Secured Parties. If so requested by the Collateral Agent, over which account Borrower shall insert appropriate language on each invoice directing its customers to make payment to such post office box. Borrower hereby authorizes and directs the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until to deposit into a special collateral account to be established and maintained with the Collateral Agent as agent for all checks, drafts and cash payments, received in said lock box. All deposits in said collateral account shall constitute proceeds of Collateral and shall not constitute payment of any of the Secured Parties shall receive good funds for such proceedsObligations. For purposes of computing interestAt its option, the Collateral Agent shall treat deposited checksmay, drafts and other items as at any time, apply finally collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply the funds on deposit in said collateral account to the Collection Account against payment of the Secured Obligations in such order of application as the Collateral Agent may determine, or permit Borrower to withdraw all or any part of the balance on deposit in said collateral account. If a collateral account is required so established ▇▇▇▇▇▇▇▇ agrees that it will promptly deliver to the Collateral Agent for deposit into said collateral account, all payments on accounts and chattel paper received by it. All such payments shall be delivered to the Intercreditor AgreementCollateral Agent in the form received (except for Borrower’s endorsement where necessary). Until so deposited, all payments on accounts and chattel paper received by Borrower shall be held in trust by ▇▇▇▇▇▇▇▇ for and as the property of the Secured Parties and shall not be commingled with any funds or property of Borrower.

Collection of Accounts. The Collateral (a) Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Control Accounts”), as Administrative Agent may reasonably specify, with such banks as agent for the Secured Parties hereby authorizes the Debtor are acceptable to collect Administrative Agent into which Borrowers shall promptly deposit and dispose of the direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the Accountsidentical form in which such payments are made, which authority the Collateral whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Administrative Agent may curtail an Account Control Agreement duly authorized, executed and delivered by each bank where a Control Account is maintained as provided in Section 5.2 or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply Administrative Agent may become the bank’s customer with respect to any of the Control Accounts and promptly upon Administrative Agent’s request, Borrowers shall execute and deliver such agreements and documents as Administrative Agent may reasonably require in connection therewith. Each Borrower and Guarantor agrees that all payments made to such Control Accounts or other funds received and collected by Administrative Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Administrative Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Administrative Agent and Lenders to the extent of the then outstanding Obligations. In addition to such payments applied in respect of the Obligations, Borrowers shall have the right to repay Loans in whole or in part from time to time as described in Section 2.1(d). (b) For purposes of calculating the amount of the Loans available to Borrowers, such payments will be applied (conditional upon final collection) to the Obligations on deposit the Business Day of receipt by Administrative Agent of immediately available funds in the Collection Agent Payment Account against provided such payments and notice thereof are received in accordance with Administrative Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the Obligations next Business Day. (c) Each Borrower and Guarantor and their respective employees, agents and Subsidiaries shall, acting as trustee for Administrative Agent, receive, as the property of Administrative Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Control Accounts, or remit the same or cause the same to be remitted, in kind, to Administrative Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Administrative Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Control Account or any other deposit account or investment account is established or any other bank, financial institution or other person involved in the transfer of funds to or from the Control Accounts arising out of Administrative Agent’s payments to or indemnification of such order bank, financial institution or other person. The obligations of application as is required by Borrowers to reimburse Administrative Agent for such amounts pursuant to this Section 6.3 shall survive the Intercreditor termination of this Agreement. (d) The parties hereto hereby agree that the Account Control Agreements entered into in accordance with clause (a) above will contain provisions stating that upon notification by Administrative Agent of the occurrence of a Cash Management Event, the depository bank shall remit daily all amounts deposited in the Control Accounts to the Agent Payment Account.

Collection of Accounts. The Collateral Agent as agent for the Secured Parties hereby authorizes the Debtor to collect and dispose of the proceeds of the Accounts, which authority the Collateral Agent may curtail or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “"Collection Account”"). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s 's normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply the funds on deposit in the Collection Account against the Obligations in such order of application as is required by the Intercreditor Agreement.

Collection of Accounts. The Collateral Agent as agent for the Secured Parties hereby authorizes the Debtor to collect and dispose of the proceeds of the Accounts, which authority the Collateral Agent may curtail or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit cause the same to be deposited in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Reserve Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent Administrative Agent, as agent for the Secured Parties Parties, shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Administrative Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Administrative Agent’s normal availability schedule, but in doing so the Collateral Administrative Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Administrative Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Collateral Reserve Account shall be held by the Collateral Administrative Agent as agent for the Secured Parties as security for the Secured Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Administrative Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Administrative Agent until deposit thereof is made in the Collection Collateral Reserve Account. The Collateral Administrative Agent as agent for the Secured Parties will from time shall have the right, upon the occurrence and during the continuance of any Default or Event of Default, to time apply the funds on deposit in the Collection Collateral Reserve Account against the Obligations in such order of application as is required by the Intercreditor Credit Agreement.

Collection of Accounts. The Collateral (a) Borrowers shall establish and maintain, at their expense, the Blocked Accounts, as well as lockboxes and related lockbox accounts (the "Lockbox Accounts") with such banks as are acceptable to Agent as agent for the Secured Parties hereby authorizes the Debtor into which Borrowers shall promptly deposit and direct their respective account debtors to collect directly remit all payments on Receivables and dispose of the all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account or Lockbox Account is maintained as provided in Section 5.2 hereof, and promptly upon Agent's request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Any available funds in the Lockbox Accounts will be transferred to the Blocked Accounts, which authority and any available funds in the Collateral Blocked Accounts will be transferred by Agent may curtail or terminate at any time following to the occurrence Agent Payment Account but only to the extent of, and during the continuance of any Event of Default. After such authority has been curtailed or terminatedonly for application to, the Debtor outstanding Revolving Loans and any other Obligations then due and payable. Agent shall, upon receipt the request of all checksAdministrative Borrower or any Borrower from time to time, draftsauthorize the transfer of any remaining available funds in the Blocked Accounts to such bank account as Administrative Borrower or such Borrower specifies to Agent, cash, but only so long as no Event of Default has occurred and other remittances is continuing and such transfer will not result in payment of or on account the aggregate principal amount of the AccountsRevolving Loans and Letter of Credit Obligations exceeding the Borrowing Base. Agent shall also, deposit upon the same request of Administrative Borrower or any Borrower from time to time, authorize the transfer of any remaining available funds in a special account designated by the Collateral Agent, over which account Blocked Accounts to the Collateral Agent Blocked Securities Account so long as agent for the Secured Parties alone shall have the power no Event of withdrawal Default has occurred and is continuing. (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. b) For purposes of computing interestcalculating the amount of the Loans and Letters of Credit available to each Borrower, payments to Agent will be applied (conditional upon final collection) to the Collateral Obligations on the Business Day of receipt by Agent shall treat deposited checks, drafts of immediately available funds in the Agent Payment Account provided such payments and other items as collected notice thereof are received in accordance with the Collateral Agent’s normal availability schedule, but 's usual and customary practices as in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will effect from time to time apply and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, such payments or other funds on deposit received will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Agent in the Collection Agent Payment Account against provided such payments or other funds and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the Obligations next Business Day. (c) Each Borrower and Guarantor and their respective employees, agents and Subsidiaries shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Lockbox Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower's or Guarantor's own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account, Lockbox Account or any other deposit account or investment account is established or any other bank, financial institution or other person involved in the transfer of funds to or from the Blocked Accounts or Lockbox Accounts arising out of Agent's payments to or indemnification of such order bank, financial institution or other person. The obligations of application as is required by Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the Intercreditor termination of this Agreement.

Collection of Accounts. The (a) On the “Control Agreement Deadline” as defined in the Guarantee and Collateral Agreement, with respect to U.S. Obligors, and on or before the date that is 60 days following the Closing Date or such later date agreed to by the Agent in its reasonable discretion, with respect to Foreign Obligors (collectively, the “Control Agreement Deadline”), each Grantor shall (i) execute and deliver to the Agent a Deposit Account Control Agreement for each Collateral Deposit Account, which Collateral Deposit Accounts as agent for the Secured Parties hereby authorizes the Debtor to collect and dispose of the proceeds of the Accounts, which authority the Collateral Agent may curtail or terminate at any time following the occurrence and during the continuance of any Event of Default. After Closing Date are identified as such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cashon Exhibit E, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (ii) establish lock box service (the “Collection AccountLock Boxes”) with banks at which lock boxes are maintained (which banks as of the Closing Date are set forth in Exhibit E), which Lock Boxes shall be subject to irrevocable lockbox agreements (which may be set forth in Deposit Account Control Agreements) in form and substance reasonably acceptable to the Agent and, if applicable, shall be accompanied by an acknowledgment by the bank where the Lock Box is located of the Lien of the Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to a Dominion Account (a “Lock Box Agreement”). (b) Each Grantor shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts are made directly to a Dominion Account (or a Lock Box relating to a Dominion Account). While a Dominion Trigger Period is in effect, the Agent shall be authorized to exercise exclusive control over any Collateral Deposit Account at all times and no Grantor will be permitted to remove any item from a Lock Box or from a Collateral Deposit Account without the Agent’s prior written consent. The remittance of the proceeds of such Accounts shall notAgent hereby agrees that (A) except as provided in Section 6.1, however, constitute payment it will not deliver a notice exercising exclusive control over a Collateral Deposit Account unless a Dominion Trigger Period is in effect and (B) it will deliver a notice rescinding its exclusive control over any Collateral Deposit Account with respect to which it has previously delivered a notice exercising exclusive control if no Dominion Trigger Period is then in effect. If any Grantor should refuse or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interestneglect to notify any Account Debtor to forward payments directly to a Dominion Account (or a Lock Box relating to a Dominion Account), the Collateral Agent shall, notwithstanding anything to the contrary set forth herein, be entitled to make such notification directly to such Account Debtor. If notwithstanding the foregoing instructions any Grantor receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account, except as otherwise expressly permitted by the Credit Agreement. The Agent shall treat deposited checkshold and apply funds received into Dominion Accounts as provided in the Credit Agreement, drafts including, without limitation, as provided in Sections 5.6 and 8.2 thereof. (c) Each Foreign Facility Cash Collateral Account and all Cash Collateral with respect to the Foreign Facility Obligations shall be under the sole dominion and control of Agent at all times, whether or not a Dominion Trigger Period is in effect, and no Grantor or other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds Person shall have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on any such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for Cash Collateral, until Full Payment of the Obligations. These proceeds All such Cash Collateral while held in a Foreign Facility Cash Collateral Account shall continue to be deposited in precisely held as collateral security for all the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, Obligations and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will shall not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent constitute payment thereof until deposit thereof is made applied as provided in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply the funds on deposit in the Collection Account against the Obligations in such order of application as is required by the Intercreditor Credit Agreement.

Collection of Accounts. The Collateral Agent (a) Until such time as agent the AmSouth Obligations have been indefeasibly paid in full and the AmSouth Loan Documents have been terminated, Lender shall immediately deliver to AmSouth any payment it receives with respect to the AmSouth Accounts in precisely the same form received (but with the endorsement of Lender receiving the same where necessary) for the Secured Parties hereby authorizes the Debtor to collect and dispose application in reduction of the proceeds of the AccountsAmSouth Obligations, which authority the Collateral Agent may curtail or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminatedagrees that until so delivered, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by in trust for AmSouth as the Collateral Agent as agent for property of AmSouth. Until the Secured Parties as security for the Obligations. These proceeds shall be deposited AmSouth Obligations are indefeasibly paid in precisely the form receivedfull, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor Lender agrees that it will not commingle institute any legal proceeding against Borrower with respect to any AmSouth Accounts or otherwise enforcing or exercising rights in the AmSouth Accounts for all or part of any amount due under the Mortgage Loan Documents. Any Proceeds received by Lender in excess of an amount necessary to satisfy in full the Lender Obligations shall otherwise be held by Lender in trust for AmSouth and remitted to AmSouth (to the extent that AmSouth is otherwise entitled thereto in accordance with the AmSouth Loan Documents and applicable law). Until all of the Lender Obligations are indefeasibly paid in full, AmSouth agrees that it will not institute any legal proceeding against Borrower with respect to any Lender Accounts or otherwise enforcing or exercising rights in the Lender Accounts for all or part of any amount due under the AmSouth Loan Documents. (b) At Lender’s option, at any time subsequent to the Possession Date, Lender may pay or cause to be paid the AmSouth Obligations to AmSouth. If Lender pays the AmSouth Obligations, Lender shall have a first priority security interest in and lien on all of the AmSouth Accounts and the Common Collateral, and AmSouth will execute and deliver to Lender releases and satisfactions of its security interests in all Accounts, Common Collateral and the Stock. In the event AmSouth fails to file such checksrelease and satisfaction within thirty (30) days after Lender’s written demand therefor, draftsLender is hereby authorized to file in AmSouth’s name, cash any releases and satisfactions necessary to effectuate the release contemplated hereby, and Lender will provide to AmSouth a copy of such release. AmSouth hereby constitutes and appoints Lender its true and lawful attorney-in-fact, with full power of substitution in the premises, to exercise such rights. This power of attorney shall be deemed to be a power coupled with an interest and shall be irrevocable so long as any of the Lender Obligations are outstanding. If Lender pays the AmSouth Obligations, Borrower agrees such payment, together with interest thereon at the interest rate set forth in the Mortgage Loan Documents, from the date paid, shall be a debt owing, jointly and severally, by Borrower to Lender and shall, together with all costs of collection, be secured by all of the Accounts and other Lender Collateral, and all such indebtedness, interest thereon and costs of collection, if any, shall be due and payable promptly on demand by Lender. (c) Subject to the limitations set forth in this Agreement, Lender agrees that it will not make any assertion or claim in any action, suit or proceeding of any nature whatsoever in any way challenging the priority, validity or effectiveness of the liens and security interests granted to AmSouth with respect to the AmSouth Accounts, the Accounts that accrue subsequent to the Possession Date up to the total amount of any Preposession Advance made by AmSouth, and the Stock, or the validity or effectiveness of the subordinate liens and security interests of AmSouth with respect to the Lender Accounts, under and in connection with the AmSouth Loan Documents or related agreement between AmSouth and Borrower. Lender further agrees that AmSouth’s lien and security interest in the AmSouth Accounts, and the Accounts that accrue subsequent to the Possession Date up to the total amount of any Preposession Advance made by AmSouth, and the Stock, at all times while any AmSouth Obligations or the AmSouth Priority Amount are owing from Borrower to AmSouth shall be superior and prior to the liens and security interests granted to Lender pursuant to the Mortgage Loan Documents (which liens and security interests of Lender shall be subject and inferior to those of AmSouth) in such AmSouth Accounts, Accounts or Stock, irrespective of the time, order or method of attachment or perfection of AmSouth’s and Lender’s liens and security interests, or the filing of financing statements or the taking of possession of the AmSouth Accounts, or any portion thereof. (d) Subject to the limitations set forth in this Agreement, AmSouth agrees that it will not make any assertion or claim in any action, suit or proceeding of any nature whatsoever in any way challenging the priority, validity or effectiveness of the liens and security interests granted to Lender with respect to the Lender Accounts that accrue or arise from and after the Possession Date, or the validity or effectiveness of the subordinate liens and security interests granted to Lender with respect to the AmSouth Accounts that accrued before the Possession Date, under and in connection with the Mortgage Loan Documents, or any amendment, extension or replacement thereof or related agreements in favor of Lender. Borrower further agrees that Lender’s lien and security interest in the Lender Accounts which accrue or arise from and after the Possession Date, at all times while any indebtedness or other remittances with obligations are owing to Lender that are secured by such Lender Accounts, shall be superior and prior to the liens and security interests granted to AmSouth pursuant to the AmSouth Loan Documents (which liens and security interests of AmSouth shall be subject and inferior to those of Lender), in such Lender Accounts, irrespective of the time, order or method of attachment or perfection of AmSouth’s and Lender’s liens and security interests, or the filing of financing statements or the taking of possession of the AmSouth Accounts, or any funds portion thereof. (e) No sale or other property disposition of AmSouth Accounts by or at the direction of AmSouth in an aggregate amount in excess of the Debtor but will hold them separate and apart therefromAmSouth Priority Amount may be made at a discounted price (i.e., for less than the present value of the AmSouth Accounts using a discount rate of 10%) without first providing written notice to Lender accompanied by a term sheet or summary of written terms from a prospective third party purchaser of such AmSouth Accounts, and offering Lender a period of ten (10) business days within which to purchase such AmSouth Accounts on the same terms. In the event Lender purchases such AmSouth Accounts (which it shall have no obligation to purchase), AmSouth agrees that upon an express trust for receipt of the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time purchase price (x) all such AmSouth Accounts, all liens or security interests therein, and all Proceeds thereof, shall be assigned by AmSouth to time apply the funds on deposit in the Collection Account against the Obligations in such order of application as is required by the Intercreditor AgreementLender.

Collection of Accounts. The Collateral (a) Borrowers shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as agent for the Secured Parties hereby authorizes the Debtor are acceptable to collect Agent into which Borrowers shall promptly deposit and dispose of the direct their account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the Accountsidentical form in which such payments are made, which authority the Collateral whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Agent may curtail a Deposit Account Control Agreement in form and substance satisfactory to Agent, duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply Agent may become the bank's customer with respect to any of the Blocked Accounts and promptly upon Agent's request, Borrowers shall execute and deliver such agreements and documents as Agent may require in connection therewith. Prior to the occurrence of a Cash Dominion Trigger Date, Borrowers shall be permitted to transfer cash from the Blocked Accounts and to use the funds on therein for working capital and general corporate purposes to the extent permitted herein. Upon the occurrence of a Cash Dominion Trigger Date, (i) each Borrower and Guarantor agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral, or otherwise, shall be treated as payments to Agent and Lenders in respect of the Obligations and shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations, and (ii) the Agent may disregard Borrowers' instructions with respect to the Blocked Accounts, exercise exclusive dominion and control over the Blocked Accounts, and apply funds deposited therein as directed by the Required Lenders or as otherwise provided herein. Agent's rights to exercise exclusive dominion and control over the Blocked Accounts shall continue in effect only until such time (if any) as Agent has confirmed that (i) no Event of Default then exists and (ii) Borrowers have maintained Excess Availability of at least $5,000,000 for 60 consecutive days. (b) Each Borrower and all of such Borrower's shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Collection Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower's own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank at which a Blocked Account against is established or any other bank or Person involved in the Obligations in transfer of funds to or from the Blocked Accounts arising out of Agent's payments to or indemnification of such order bank or Person. The obligation of application as is required by Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the Intercreditor termination of this Agreement.

Collection of Accounts. The Collateral (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as agent for the Secured Parties hereby authorizes the Debtor are selected by Borrower and reasonably acceptable to collect Agent into which Borrower shall promptly deposit and dispose of the direct all account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the Accountsidentical form in which such payments are made, which authority the Collateral whether by cash, check or other manner. Borrower shall deliver, or cause to be delivered to Agent may curtail a Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or terminate at any time following the occurrence and during the continuance of any Event of Default. After such authority has been curtailed or terminated, the Debtor shall, upon receipt of all checks, drafts, cash, and other remittances in payment of or on account of the Accounts, deposit the same in a special account designated by the Collateral Agent, over which account the Collateral Agent as agent for the Secured Parties alone shall have the power of withdrawal (the “Collection Account”). The remittance of the proceeds of such Accounts shall not, however, constitute payment or liquidation of such Accounts until the Collateral Agent as agent for the Secured Parties shall receive good funds for such proceeds. For purposes of computing interest, the Collateral Agent shall treat deposited checks, drafts and other items as collected in accordance with the Collateral Agent’s normal availability schedule, but in doing so the Collateral Agent is not agreeing that such funds have in fact been paid, nor is the Collateral Agent as agent for the Secured Parties waiving any right it may have to charge back returned items to the Debtor and to collect interest on such charged-back items. Funds placed in the Collection Account shall be held by the Collateral Agent as agent for the Secured Parties as security for the Obligations. These proceeds shall be deposited in precisely the form received, except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make, and which endorsement the Collateral Agent is also hereby authorized to make on behalf of the Debtor. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash or other remittances with any funds or other property of the Debtor but will hold them separate and apart therefrom, and upon an express trust for the Collateral Agent until deposit thereof is made in the Collection Account. The Collateral Agent as agent for the Secured Parties will from time to time apply Agent may become the bank's customer with respect to any of the Blocked Accounts and promptly upon Agent's request, Borrower shall execute and deliver such agreements and documents as Agent may require in connection therewith. Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Collection Blocked Accounts to such operating bank account of Borrower as Borrower may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Without limiting any other rights or remedies of Agent or Lenders, Agent may, at its option, instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account against at any time that either: (i) an Event of Default shall exist or have occurred and be continuing, or (ii) Excess Availability is less than $20,000,000. AGENT SHALL SEND TO BORROWER A COPY OF ANY SUCH WRITTEN INSTRUCTION SENT BY AGENT TO THE DEPOSITORY BANK PROMPTLY THEREAFTER. IN THE EVENT THAT AT ANY TIME AFTER AGENT HAS INSTRUCTED SUCH DEPOSITORY BANKS TO TRANSFER SUCH FUNDS TO THE PAYMENT ACCOUNT, EACH OF THE CONDITIONS SET FORTH IN CLAUSES (i) AND (ii) ABOVE DO NOT EXIST OR HAVE NOT OCCURRED AND ARE NOT CONTINUING FOR A PERIOD OF THIRTY (30) CONSECUTIVE DAYS, UPON BORROWER'S WRITTEN REQUEST RECEIVED BY AGENT WITHIN FIVE (5) BUSINESS DAYS AFTER THE END OF SUCH THIRTY (30) DAY PERIOD, AGENT SHALL INSTRUCT SUCH DEPOSITORY BANKS TO TRANSFER THE FUNDS ON DEPOSIT IN SUCH ACCOUNTS TO SUCH OPERATING DEPOSIT ACCOUNT OF BORROWER AS BORROWER MAY SPECIFY IN WRITING TO AGENT UNTIL SUCH TIME AS AGENT IS ENTITLED TO NOTIFY AND SHALL NOTIFY THE DEPOSITORY BANK OTHERWISE AS PROVIDED ABOVE. Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such order payments and notice thereof are received in accordance with Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next Business Day. (c) Borrower and its shareholders, directors, employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for Agent, receive, as the property of application as Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Agent on demand for any amounts owed or paid to any bank at which a Blocked Account or any other deposit account is required by established or any other bank or person involved in the Intercreditor transfer of funds to or from the Blocked Accounts arising out of Agent's payments to or indemnification of such bank or person. The obligations of Borrower to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination of this Agreement.