Payment of Accounts (a) The Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockboxes maintained by the Company (the "Canadian Lockboxes") with The Toronto-Dominion Bank or such other financial institution accepted by Laurus in writing as may be selected by the Company (the "Canadian Lockbox Bank") pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Canadian Lockbox Bank dated as of July 14, 2005. On or prior to the Closing Date, the Company shall and shall cause the Canadian Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Canadian Lockbox Bank agrees to: (a) sweep the Canadian Lockbox as required to pay amounts due and payable on the Notes, as provided therein, and deposit all checks received therein to lockboxes maintained by the Company (the "US Lockboxes") with The Toronto-Dominion Bank or such other financial institution accepted by Laurus in writing as may be selected by the Company (the "US Lockbox Bank") pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the US Lockbox Bank dated as of July 14, 2005, and (b) comply only with the instructions or other directions of Laurus concerning the Canadian Lockbox. On or prior to the Closing Date, the Company shall and shall cause the US Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the US Lockbox Bank agrees to: (a) sweep the US Lockbox as required to pay amounts due and payable on the Notes, as provided therein, and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the US Lockbox. All of the Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Canadian Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, the Company receives any payments, the Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, the Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property.
