Common use of The Collateral Account Clause in Contracts

The Collateral Account. Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by Lender and from which Lender alone has power of access and withdrawal (collectively, the "Collateral Account"). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of Borrower where necessary to permit the collection of any such Items of Payment, Borrower hereby agreeing to make such endorsement. In the event Borrower shall fail to do so, Lender is hereby authorized by Borrower to make the endorsement in the name of Borrower. Prior to such a deposit, Borrower will not commingle any Items of Payment with any of the other funds or property of Borrower, but will hold them separate and apart in trust and for the account of Lender. Borrower shall direct its Account Debtors that all Items of Payment are to be either (a) wired to the Collateral Account or (b) mailed to one or more post-office boxes designated by Lender, or to such other additional or replacement post-office boxes pursuant to the request of Lender from time to time (collectively, the "Lockbox"). Lender shall have unrestricted and exclusive access to the Lockbox. Borrower hereby authorizes Lender to inspect all Items of Payment, endorse all Items of Payment in the name of Borrower, and deposit such Items of Payment in the Collateral Account. Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to Lender. In the event Items of Payment are returned to Lender for any reason whatsoever, Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. Lender will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that are not proceeds of Accounts or after the occurrence and during the continuance of an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of Borrower with Lender (or an Affiliate of Lender), the order and method of such application to be in the sole discretion of Lender.

The Collateral Account. Borrower Unless otherwise agreed by the Agent with respect to Items of Payment payable to the Mexican Subsidiary subsequent to the Closing Date, the Revolving Credit Borrowers and, if required by the Agent, the Mexican Subsidiary, will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by Lender the Agent and from which Lender the Agent alone has power of access and withdrawal (collectively, the "Collateral Account"). In The Agent agrees that as of the case Closing Date, Items of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered Payment payable to the Lockbox or wired Mexican Subsidiary are not required to be deposited into the Collateral Account), such . Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of Borrower the Revolving Credit Borrowers and/or the Mexican Subsidiary where necessary to permit the collection of any such Items of Payment, Borrower which endorsement the Revolving Credit Borrowers hereby agreeing agree to make such endorsementand to cause the Mexican Subsidiary to make. In the event Borrower shall the Revolving Credit Borrowers fail to do so, Lender is the Revolving Credit Borrowers hereby authorized by Borrower authorize the Agent to make the endorsement in the name of Borrowerany or all of the Revolving Credit Borrowers. Prior to such a deposit, Borrower the Revolving Credit Borrowers and the Mexican Subsidiary will not commingle any Items of Payment with any of the Revolving Credit Borrowers' other funds or property of Borrowerproperty, but will hold them separate and apart in trust and for the account of Lenderthe Agent for the benefit of the Lenders ratably and the Agent. Borrower In addition, if so directed by the Agent, the Revolving Credit Borrowers and the Mexican Subsidiary shall direct its Account Debtors that the mailing of all Items of Payment are to be either (a) wired to the Collateral from their Account or (b) mailed Debtors to one or more post-office boxes designated by Lenderthe Agent, or to such other additional or replacement post-office boxes pursuant to the request of Lender the Agent from time to time (collectively, the "Lockbox"). Lender The Agent shall have unrestricted and exclusive access to the Lockbox. Borrower The Revolving Credit Borrowers hereby authorizes Lender authorize the Agent to inspect all Items of Payment, endorse all Items of Payment in the name of Borrowerany or all of the Revolving Credit Borrowers, and deposit such Items of Payment in the Collateral Account. Lender The Agent reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to Lenderthe Agent. In the event Items of Payment are returned to Lender the Agent for any reason whatsoever, Lender the Agent may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. Lender will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that are not proceeds of Accounts or after the occurrence and during the continuance of an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of Borrower with Lender (or an Affiliate of Lender), the order and method of such application to be in the sole discretion of Lender.a

The Collateral Account. If so directed by the Lender, the Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by the Lender and from which the Lender alone has power of access and withdrawal (collectively, the "“Collateral Account"”). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrower where necessary to permit the collection of any such Items of Payment, the Borrower hereby agreeing to make such endorsement. In the event the Borrower shall fail fails to do so, the Lender is hereby authorized by the Borrower to make the endorsement in the name of the Borrower. Prior to such a deposit, the Borrower will not commingle any Items of Payment with any of the Borrower’s other funds or property of Borrowerproperty, but will hold them separate and apart in trust and for the account of the Lender. In addition, if so directed by the Lender, the Borrower shall direct its Account Debtors that the mailing of all Items of Payment are from its Account Debtors to be either (a) wired to the Collateral Account or (b) mailed to one or more a post-office boxes box designated by the Lender, or to such other additional or replacement post-office boxes pursuant to the request of the Lender from time to time (collectively, the "“Lockbox"”). The Lender shall have unrestricted and exclusive access to the Lockbox. The Borrower hereby authorizes the Lender to inspect all Items of Payment, endorse all Items of Payment in the name of the Borrower, and deposit such Items of Payment in the Collateral Account. The Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to the Lender. In the event Items of Payment are returned to the Lender for any reason whatsoever, the Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that are not proceeds of Accounts or after the occurrence and during the continuance of an a Default or Event of Default, against any of the Obligations) or credit such collected funds to a depository account of the Borrower with the Lender (or an Affiliate of the Lender), the order and method of such application to be in the sole reasonable discretion of the Lender.”

The Collateral Account. Borrower The Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by the Lender and from which the Lender alone has power of access and withdrawal (collectively, the "Collateral Account"). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of Borrower the Borrowers where necessary to permit the collection of any such Items of Payment, Borrower the Borrowers hereby agreeing to make such endorsement. In the event Borrower the Borrowers shall fail to do so, the Lender is hereby authorized by Borrower the Borrowers to make the endorsement in the name of Borrowerthe Borrowers. Prior to such a deposit, Borrower the Borrowers will not commingle any Items of Payment with any of the other funds or property of Borrowerthe Borrowers, but will hold them separate and apart in trust and for the account of the Lender. Borrower In addition, if so directed by the Lender, the Borrowers shall direct its Account Debtors that the mailing of all Items of Payment are from its Account Debtors to be either (a) wired to the Collateral Account or (b) mailed to one or more a post-office boxes box designated by the Lender, or to such other additional or replacement post-office boxes pursuant to the request of the Lender from time to time (collectively, the "Lockbox"). The Lender shall have unrestricted and exclusive access to the Lockbox. Borrower The Borrowers hereby authorizes authorize the Lender to inspect all Items of Payment, endorse all Items of Payment in the name of Borrowerany or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to the Lender. In the event Items of Payment are returned to the Lender for any reason whatsoever, the Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment for which credit has been given by the Lender shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan Account as of each Business Day, provided, however, the Lender shall have the right (or with respect to Items of Payment that are not proceeds of Accounts or a) after the occurrence and during the continuance of an Event of Default, to apply collected funds against any of the ObligationsObligations in such order as the Lender may elect in its sole and absolute discretion from time to time, and (b) or credit such at any time, to apply collected funds which are not proceeds of accounts or inventory of any or all of the Borrowers as a Prepayment of any one or more of the Loans. As part of the Obligations, an amount equal to a depository account of Borrower with Lender (or an Affiliate of Lender), the order and method of such application to be additional interest which would have accrued on the Revolving Loan during the preceding month if collections in the sole discretion Collateral Account during the month had been received one (1) Business Day subsequent to their actual receipt shall be due and payable by any or all of Lenderthe Borrowers to the Lender on the first day of each month, commencing on the first such date following the date hereof, and on the Revolving Credit Termination Date, provided, however, except for the payment due on the Revolving Credit Termination Date, no such payment shall be considered past due unless the Lender has not covered the payment by an advance under Section 2.1.2 and the payment continues unpaid for one (1) Business Day after the Lender has given written notice of the amount of the payment.

The Collateral Account. Borrower The Borrower, Fostxx Xxxxx xxx Fantasma will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by Lender the Agent and from which Lender the Agent alone has power of access and withdrawal (collectively, the "Collateral Account"). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of Borrower the Borrower, Fostxx Xxxxx xx Fantasma where necessary to permit the collection of any such Items of Payment, Borrower which endorsement the Borrower, Fostxx Xxxxx xxx Fantasma hereby agreeing jointly and severally agree to make such endorsementmake. In the event Borrower shall the Borrower, Fostxx Xxxxx xxx Fantasma fail to do so, Lender is the Borrower, Fostxx Xxxxx xxx Fantasma hereby authorized by Borrower authorize the Agent to make the endorsement in the name of any or all of the Borrower, Fostxx Xxxxx xxx Fantasma. Prior to such a deposit, Borrower the Borrower, Fostxx Xxxxx xxx Fantasma will not commingle any Items of Payment with any of the Borrower's, Fostxx Xxxxx'x xx Fantasma's other funds or property of Borrowerproperty, but will hold them separate and apart in trust and for the account of Lenderthe Agent for the benefit of the Lenders ratably and the Agent. Borrower In addition, if so directed by the Agent, the Borrower, Fostxx Xxxxx xxx Fantasma shall direct its Account Debtors that the mailing of all Items of Payment are to be either (a) wired to the Collateral from their Account or (b) mailed Debtors to one or more post-office boxes designated by Lenderthe Agent, or to such other additional or replacement post-office boxes pursuant to the request of Lender the Agent from time to time (collectively, the "Lockbox")) monitored by the Agent or by a commercial bank chosen by the Borrower and accepted by the Agent in writing, which acceptance shall not be unreasonably withheld. Lender The Agent shall have unrestricted and exclusive access (through such commercial bank, if applicable) to the Lockbox. Borrower The Borrower, Fostxx Xxxxx xxx Fantasma hereby authorizes Lender authorize the Agent to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrower, Fostxx Xxxxx xxx Fantasma, and deposit such Items of Payment in the Collateral Account. Lender The Agent reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to Lenderthe Agent. In the event Items of Payment are returned to Lender the Agent for any reason whatsoever, Lender the Agent may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. Lender The Agent will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that which are not proceeds of Accounts or Inventory or after the occurrence and during the continuance of a Default or an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of Borrower any or all of the Borrower, Fostxx Xxxxx xx Fantasma with Lender (or an Affiliate of Lender)the Agent, the order and method of such application to be in the sole discretion of Lenderthe Agent. IN CONSIDERATION FOR THE AGENT'S AGREEMENT TO CREDIT THE COLLATERAL ACCOUNT AS OF THE BUSINESS DAY ON WHICH THE AGENT RECEIVES ITEMS OF PAYMENT AND TO REIMBURSE THE AGENT FOR THE COST OF DELAYS IN THE COLLECTION AND CLEARANCE OF ITEMS OF PAYMENT, THE BORROWER, FOSTXX XXXXX XXX FANTASMA HEREBY CONSENT AND AGREE THAT IN COMPUTING INTEREST ON THE OBLIGATIONS ALL ITEMS OF PAYMENT SHALL BE DEEMED RECEIVED BY THE AGENT ONE (1) BUSINESS DAY AFTER THE AGENT'S ACTUAL RECEIPT THEREOF.

The Collateral Account. Upon demand by the Agent following a Borrowing Base Trigger Event, the Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by Lender the Agent and from which Lender the Agent alone has power of access and withdrawal (collectively, the "Collateral Account"). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrower hereby agreeing agree to make such endorsementmake. In the event the Borrower shall fail fails to do so, Lender is the Borrower hereby authorized by Borrower authorizes the Agent to make the endorsement in the name of the Borrower. Prior to such a deposit, the Borrower will not commingle any Items of Payment with any of the Borrower's other funds or property of Borrowerproperty, but will hold them separate and apart in trust and for the account of Lenderthe Agent for the benefit of the Lenders ratably and the Agent. The Agent agrees that it shall not demand that the Borrower deposit or cause to be deposited all Items of Deposit to the Collateral Account at any time prior to the occurrence of a Borrowing Base Trigger Event. Once the Agent has so made demand on the Borrower, unless otherwise agreed by the Agent in writing, the Borrower shall direct its Account Debtors that continue to so deposit or cause to be deposited all Items of Payment are to be either (a) wired to the Collateral Account notwithstanding that subsequent to such demand the Borrowing Base Trigger Event has been cured, waived, otherwise remedied or (b) mailed is no longer applicable. In addition, if the Agent has so made demand, if so directed by the Agent, the Borrower shall direct the mailing of all Items of Payment from its Account Debtors to one or more post-office boxes designated by Lenderthe Agent, or to such other additional or replacement post-office boxes pursuant to the request of Lender the Agent from time to time (collectively, the "Lockbox"). Lender The Agent shall have unrestricted and exclusive access to the Lockbox. Subject to the provisions of this Section, the Borrower hereby authorizes Lender the Agent to inspect all Items of Payment, endorse all Items of Payment in the name of Borrower, and deposit such Items of Payment in the Collateral Account. Lender The Agent reserves the right, exercised in its sole and absolute reasonable discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment prior to final collection which is reasonably unsatisfactory to Lenderthe Agent. In the event Items of Payment are returned to Lender the Agent for any reason whatsoever, Lender the Agent may, in the exercise of its reasonable discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. Lender The Agent will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that for Payments which are not proceeds of Accounts or Inventory or after the occurrence and during the continuance of a Default or an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of the Borrower with Lender (or an Affiliate of Lender)the Agent, the order and method of such application to be in the sole discretion of Lender.the Agent. Notwithstanding the foregoing, the Agent agrees that prior to the occurrence of an Event of Default, the Agent shall use its best efforts to apply collected funds credited to the Collateral Account to the Obligations so as to avoid or minimize any amounts which would be due under Section (D)

The Collateral Account. The Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by the Lender and from which the Lender alone has power of access and withdrawal (collectively, the "Collateral Account"). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrower where necessary to permit the collection of any such Items of Payment, the Borrower hereby agreeing to make such endorsement. In the event the Borrower shall fail to do so, the Lender is hereby authorized by the Borrower to make the endorsement in the name of the Borrower. Prior to such a deposit, the Borrower will not commingle any Items of Payment with any of the other funds or property of the Borrower, but will hold them separate and apart in trust and for the account of the Lender. In addition, if so directed by the Lender, the Borrower shall direct its Account Debtors that the mailing of all Items of Payment are from its Account Debtors to be either (a) wired to the Collateral Account or (b) mailed to one or more a post-office boxes box designated by the Lender, or to such other additional or replacement post-office boxes pursuant to the request of the Lender from time to time (collectively, the "Lockbox"). The Lender shall have unrestricted and exclusive access to the Lockbox. The Borrower hereby authorizes the Lender to inspect all Items of Payment, endorse all Items of Payment in the name of the Borrower, and deposit such Items of Payment in the Collateral Account. The Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to the Lender. In the event Items of Payment are returned to the Lender for any reason whatsoever, the Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that which are not proceeds of Accounts accounts or inventory or after the occurrence and during the continuance of an a Default or Event of Default, against any of the Obligations) or credit such collected funds to a the depository account of the Borrower with the Lender (or an Affiliate of the Lender), the order and method of such application to be in the sole discretion of the Lender.. 2.1.9

The Collateral Account. The Borrower will shall deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by Lender the Agent and from which Lender the Agent alone has power of access and withdrawal (collectively, the "Collateral Account"). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrower hereby agreeing agrees to make such endorsementmake. In the event the Borrower shall fail fails to do so, Lender is the Borrower hereby authorized by Borrower authorizes the Agent to make the endorsement in the name of the Borrower. Prior to such a deposit, the Borrower will shall not commingle any Items of Payment with any of the Borrower's other funds or property of Borrowerproperty, but will hold them separate and apart in trust and for the account of Lenderthe Agent for the ratable benefit of the Formula Lenders and the Agent. In addition, the Borrower shall direct the mailing of all Items of Payment from its Account Debtors that all customarily mail Items of Payment are to be either (a) wired to the Collateral Account or (b) mailed to one or more post-office boxes designated by Lenderthe Agent, or to such other additional or replacement post-office boxes pursuant to the request of Lender the Agent from time to time (collectively, the "Lockbox"). Lender The Agent shall have unrestricted and exclusive access to the Lockbox. If and to the extent any Account Debtors of the Borrower customarily send Items of Payment by wire transfer, the Borrower will instruct such Account Debtors to direct such wire transfers to the Collateral Account. The Borrower hereby authorizes Lender the Agent to inspect all Items of Payment, endorse all Items of Payment in the name of the Borrower, and deposit such Items of Payment in the Collateral Account. Lender The Agent reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which to the Agent determines is unsatisfactory to Lendernot collectible. In the event Items of Payment are returned to Lender the Agent for any reason whatsoever, Lender may, in the exercise of its discretion from time to time, Agent may forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. Lender Except after the occurrence and during the continuance of an Event of Default, as of the Business Day of receipt by the Agent, the Agent will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) first against the Revolving Loan (or with respect to Items of Payment that are not proceeds of Accounts or after the occurrence and during the continuance of an Event of Default, thereafter against any of the Obligations) or credit such collected funds to a depository account of Borrower with Lender (or an Affiliate of Lender)Obligations then due, the order and method of such application to be in the sole discretion of Lenderthe Agent. Following the occurrence and during the continuance of an Event of Default, as of the Business Day of receipt by the Agent, the Agent may apply the whole or any part of the collected funds credited to the Collateral Account against any of the Obligations (whether or not then due) in such order and manner as shall be determined by the Agent in its sole discretion. In consideration for the Agent's agreement to credit the Collateral Account as of the Business Day on which the Agent receives Items of Payment and to reimburse the Agent for the cost of delays in the collection and clearance of computing interest on the Obligations, all Items of Payment shall be deemed received by the Agent one (1) Business Day after the Agent's actual receipt thereof, which amount the Agent may calculate on an average monthly basis. Any resulting increase in the amount of interest payable by the Borrower shall be a part of the Obligations owing to the Agent, shall be for the sole and exclusive benefit of the Agent and shall not be shared with or payable to any of the Lenders.

The Collateral Account. Borrower Upon request of the Agent after the occurrence of a Default or an Event of Default, the Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by Lender the Agent and from which Lender the Agent alone has power of access and withdrawal (collectively, the "“Collateral Account"”). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of Borrower the Borrowers where necessary to permit the collection of any such Items of Payment, Borrower which endorsement the Borrowers hereby agreeing agree to make such endorsementmake. In the event Borrower shall the Borrowers fail to do so, Lender is the Borrowers hereby authorized by Borrower authorize the Agent to make the endorsement in the name of Borrowerany or all of the Borrowers. Prior to such a deposit, Borrower the Borrowers will not commingle any Items of Payment with any of the Borrowers’ other funds or property of Borrowerproperty, but will hold them separate and apart in trust and for the account of Lenderthe Agent for the benefit of the Lenders ratably and the Agent. Borrower In addition, if so directed by the Agent, the Borrowers shall direct its Account Debtors that the mailing of all Items of Payment are to be either (a) wired to the Collateral from their Account or (b) mailed Debtors to one or more post-office boxes designated by Lenderthe Agent, or to such other additional or replacement post-office boxes pursuant to the request of Lender the Agent from time to time (collectively, the "“Lockbox"”). Lender The Agent shall have unrestricted and exclusive access to the Lockbox. Borrower The Borrowers hereby authorizes Lender authorize the Agent after the occurrence of a Default or an Event of Default to inspect all Items of Payment, endorse all Items of Payment in the name of Borrowerany or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. Lender The Agent reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to Lenderthe Agent. In the event Items of Payment are returned to Lender the Agent for any reason whatsoever, Lender the Agent may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. Lender The Agent will after the occurrence of a Default or an Event of Default apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that which are not proceeds of Accounts or Inventory or after the occurrence and during the continuance of an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of Borrower any or all of the Borrowers with Lender (or an Affiliate of Lender)the Agent, the order and method of such application to be in the sole discretion of Lenderthe Agent.

The Collateral Account. If so directed by the Lender, the Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by the Lender and from which the Lender alone has power of access and withdrawal (collectively, the "“Collateral Account"”). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrower where necessary to permit the collection of any such Items of Payment, the Borrower hereby agreeing to make such endorsement. In the event the Borrower shall fail fails to do so, the Lender is hereby authorized by the Borrower to make the endorsement in the name of the Borrower. Prior to such a deposit, the Borrower will not commingle any Items of Payment with any of the Borrower’s other funds or property of Borrowerproperty, but will hold them separate and apart in trust and for the account of the Lender. In addition, if so directed by the Lender, the Borrower shall direct its Account Debtors that the mailing of all Items of Payment are from its Account Debtors to be either (a) wired to the Collateral Account or (b) mailed to one or more a post-office boxes box designated by the Lender, or to such other additional or replacement post-office boxes pursuant to the request of the Lender from time to time (collectively, the "“Lockbox"”). The Lender shall have unrestricted and exclusive access to the Lockbox. The Borrower hereby authorizes the Lender to inspect all Items of Payment, endorse all Items of Payment in the name of the Borrower, and deposit such Items of Payment in the Collateral Account. The Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to the Lender. In the event Items of Payment are returned to the Lender for any reason whatsoever, the Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that are not proceeds of Accounts or after the occurrence and during the continuance of an a Default or Event of Default, against any of the Obligations) or credit such collected funds to a depository account of the Borrower with the Lender (or an Affiliate of the Lender), the order and method of such application to be in the sole reasonable discretion of the Lender.

The Collateral Account. The Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts maintained at First Union designated by the Lender and from which the Lender and First Union alone has have power of access and withdrawal (collectively, the "Collateral Account"). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrower hereby agreeing agrees to make such endorsementmake. In the event the Borrower shall fail fails to do so, the Borrower hereby authorizes the Lender is hereby authorized by Borrower to make the endorsement in the name of the Borrower. Prior to such a deposit, the Borrower will not commingle any Items of Payment with any of the Borrower's other funds or property of Borrowerproperty, but will hold them separate and apart in trust and for the account of the Lender. The Borrower shall direct its Account Debtors that the mailing of all Items of Payment are from its Account Debtors to be either (a) wired to the Collateral Account or (b) mailed to one or more a post-office boxes box designated by the Lender, or to such other additional or replacement post-office boxes pursuant to the request of the Lender from time to time (collectively, the "Lockbox"). The Lender and First Union shall have unrestricted and exclusive access to the Lockbox. Borrower hereby authorizes Upon obtaining Items of Payment, the Lender and First Union are authorized to inspect all Items of Payment, endorse all Items of Payment in the name of the Borrower, and deposit such Items of Payment in the Collateral Account. Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the appropriate Collateral Account credit prior to final collection designated by the Borrower. For the purpose of an Item computing interest hereunder, all Items of Payment and to disallow credit for any Item shall be deemed applied by the Lender on account of Payment which is unsatisfactory to the Obligations upon the earlier of (i) the day of receipt by the Lender or First Union, if paid in accordance with the past practice of First Union and/or the Lender. In the event Items of Payment are returned to the Lender or First Union for any reason whatsoever, the Lender and First Union may, in the exercise of its their discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender will, or will instruct First Union to, apply the whole or any part of the collected funds credited to Items of Payment deposited into the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan as necessary to reduce the outstanding balance of the Revolving Loan Account to zero or as close to zero as possible (or with respect to Items of Payment that are not proceeds of Accounts or after the occurrence and during the continuance of an Event of a Default, against any of the Obligations) or and will credit any remaining amount of such collected funds to a the depository account of the Borrower with the Lender (or an Affiliate of Lender), the order and method of such application to be in the sole discretion of LenderFirst Union upon deposit.

The Collateral Account. Borrower If the Lender requests, the Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by the Lender and from which the Lender alone has power of access and withdrawal (collectively, the "Collateral Account"). In the case of any deposit that When a Collateral Account is made by Borrower manually (i.e.in existence, the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of Borrower the Borrowers where necessary to permit the collection of any such Items of Payment, Borrower which endorsement the Borrowers hereby agreeing agree to make such endorsementmake. In the event Borrower shall the Borrowers fail to do so, the Borrowers hereby authorize the Lender is hereby authorized by Borrower to make the endorsement in the name of Borrowerany or all of the Borrowers. Prior During any period when a Collateral Account is in place, prior to such a deposit, Borrower the Borrowers will not commingle any Items of Payment with any of the Borrowers' other funds or property of Borrowerproperty, but will hold them separate and apart in trust and for the account of the Lender. Borrower In addition, if so directed by the Lender, the Borrowers shall direct its Account Debtors that the mailing of all Items of Payment are to be either (a) wired to the Collateral from their Account or (b) mailed Debtors to one or more post-office boxes designated by the Lender, or to such other additional or replacement post-office boxes pursuant to the request of the Lender from time to time (collectively, the "Lockbox"). The Lender shall have unrestricted and exclusive access to the Lockbox. Borrower After a Collateral Account is established, the Borrowers hereby authorizes authorize the Lender to inspect all Items of Payment, endorse all Items of Payment in the name of Borrowerany or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to the Lender. In the event Items of Payment are returned to the Lender for any reason whatsoever, the Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that are not proceeds of Accounts or Inventory or after the occurrence and during the continuance of an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of Borrower any or all of the Borrowers with the Lender (or an Affiliate of the Lender), the order and method of such application to be in the sole discretion of the Lender. On the first day of each month, the Borrowers shall pay the Lender an amount equal to the additional interest which would have accrued on the Revolving Loan during the preceding month if collections in the Collateral Account during the month had been received two (2) Business Days subsequent to their actual receipt; any resulting increase in the amount of interest payable by the Borrowers shall be part of the Obligations.

The Collateral Account. Borrower Upon request of the Lender after the occurrence of a Default, the Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by the Lender and from which the Lender alone has power of access and withdrawal (collectively, the "Collateral Account"). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of Borrower the Borrowers where necessary to permit the collection of any such Items of Payment, Borrower which endorsement the Borrowers hereby agreeing agree to make such endorsementmake. In the event Borrower shall the Borrowers fail to do so, the Borrowers hereby authorize the Lender is hereby authorized by Borrower to make the endorsement in the name of Borrowerany or all of the Borrowers. Prior to such a deposit, Borrower the Borrowers will not commingle any Items of Payment with any of the Borrowers' other funds or property of Borrowerproperty, but will hold them separate and apart in trust and for the account of the Lender. Borrower In addition, if so directed by the Lender, the Borrowers shall direct its Account Debtors that the mailing of all Items of Payment are to be either (a) wired to the Collateral from their Account or (b) mailed Debtors to one or more post-office boxes designated by the Lender, or to such other additional or replacement post-office boxes pursuant to the request of the Lender from time to time (collectively, the "Lockbox"). The Lender shall have unrestricted and exclusive access to the Lockbox. Borrower The Borrowers hereby authorizes authorize the Lender after the occurrence of a Default to inspect all Items of Payment, endorse all Items of Payment in the name of Borrowerany or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to the Lender. In the event Items of Payment are returned to the Lender for any reason whatsoever, the Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that which are not proceeds of Accounts or Inventory or after the occurrence and during the continuance of an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of Borrower any or all of the Borrowers with Lender (or an Affiliate of the Lender), the order and method of such application to be in the sole discretion of the Lender.

The Collateral Account. Borrower The Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by the Lender and from which the Lender alone has power of access and withdrawal (collectively, the "“Collateral Account"”). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of Borrower the Borrowers where necessary to permit the collection of any such Items of Payment, Borrower which endorsement the Borrowers hereby agreeing agree to make such endorsementmake. In the event Borrower shall the Borrowers fail to do so, the Borrowers hereby authorize the Lender is hereby authorized by Borrower to make the endorsement in the name of Borrowerany or all of the Borrowers. Prior to such a deposit, Borrower the Borrowers will not commingle any Items of Payment with any of the Borrowers’ other funds or property of Borrowerproperty, but will hold them separate and apart in trust and for the account of the Lender. Borrower In addition, if so directed by the Lender, the Borrowers shall direct its Account Debtors that the mailing of all Items of Payment are to be either (a) wired to the Collateral from their Account or (b) mailed Debtors to one or more post-office boxes designated by the Lender, or to such other additional or replacement post-office boxes pursuant to the request of the Lender from time to time (collectively, the "“Lockbox"”). The Lender shall have unrestricted and exclusive access to the Lockbox. Borrower The Borrowers hereby authorizes authorize the Lender to inspect all Items of Payment, endorse all Items of Payment in the name of Borrowerany or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to the Lender. In the event Items of Payment are returned to the Lender for any reason whatsoever, the Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that are not proceeds of Accounts or after the occurrence and during the continuance of an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of Borrower any or all of the Borrowers with the Lender (or an Affiliate of the Lender), the order and method of such application to be in the sole discretion of the Lender.

The Collateral Account. Borrower Upon request of the Agent after the occurrence of a Default, the Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by Lender the Agent and from which Lender the Agent alone has power of access and withdrawal (collectively, the "Collateral Account"). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of Borrower the Borrowers where necessary to permit the collection of any such Items of Payment, Borrower which endorsement the Borrowers hereby agreeing agree to make such endorsementmake. In the event Borrower shall the Borrowers fail to do so, Lender is the Borrowers hereby authorized by Borrower authorize the Agent to make the endorsement in the name of Borrowerany or all of the Borrowers. Prior to such a deposit, Borrower the Borrowers will not commingle any Items of Payment with any of the Borrowers' other funds or property of Borrowerproperty, but will hold them separate and apart in trust and for the account of Lenderthe Agent for the benefit of the Lenders ratably and the Agent. Borrower In addition, if so directed by the Agent, the Borrowers shall direct its Account Debtors that the mailing of all Items of Payment are to be either (a) wired to the Collateral from their Account or (b) mailed Debtors to one or more post-office boxes designated by Lenderthe Agent, or to such other additional or replacement post-office boxes pursuant to the request of Lender the Agent from time to time (collectively, the "Lockbox"). Lender The Agent shall have unrestricted and exclusive access to the Lockbox. Borrower The Borrowers hereby authorizes Lender authorize the Agent after the occurrence of a Default to inspect all Items of Payment, endorse all Items of Payment in the name of Borrowerany or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. Lender The Agent reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to Lenderthe Agent. In the event Items of Payment are returned to Lender the Agent for any reason whatsoever, Lender the Agent may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. Lender The Agent will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that which are not proceeds of Accounts or Inventory or after the occurrence and during the continuance of an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of Borrower any or all of the Borrowers with Lender (or an Affiliate of Lender)the Agent, the order and method of such application to be in the sole discretion of Lenderthe Agent.

The Collateral Account. Upon demand by the Agent following a Borrowing Base Trigger Event, the Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by Lender the Agent and from which Lender the Agent alone has power of access and withdrawal (collectively, the "Collateral Account"). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrower hereby agreeing agree to make such endorsementmake. In the event the Borrower shall fail fails to do so, Lender is the Borrower hereby authorized by Borrower authorizes the Agent to make the endorsement in the name of the Borrower. Prior to such a deposit, the Borrower will not commingle any Items of Payment with any of the Borrower's other funds or property of Borrowerproperty, but will hold them separate and apart in trust and for the account of Lenderthe Agent for the benefit of the Lenders ratably and the Agent. The Agent agrees that it shall not demand that the Borrower deposit or cause to be deposited all Items of Deposit to the Collateral Account at any time prior to the occurrence of a Borrowing Base Trigger Event. Once the Agent has so made demand on the Borrower, unless otherwise agreed by the Agent in writing, the Borrower shall direct its Account Debtors that continue to so deposit or cause to be deposited all Items of Payment are to be either (a) wired to the Collateral Account or (b) mailed to one or more post-office boxes designated by Lender, or notwithstanding that subsequent to such other additional demand the Borrowing Base Trigger Event has been cured, waived, otherwise remedied or replacement post-office boxes pursuant to the request of Lender from time to time is no longer applicable. (collectively, the "Lockbox"The Collateral Account). Lender shall have unrestricted and exclusive access to the Lockbox. Borrower hereby authorizes Lender to inspect all Items of Payment, endorse all Items of Payment in the name of Borrower, and deposit such Items of Payment in the Collateral Account. Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to Lender. In the event Items of Payment are returned to Lender for any reason whatsoever, Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. Lender will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or "Mandatory Liquid Assets Cost Rate" means with respect to Items each Interest Period for which the Applicable Interest Rate is the LIBOR Rate the rate per annum conclusively determined by NationsBank on the first day of Payment such Interest Period to be that are not proceeds which expresses the prevailing cost to NationsBank of Accounts or after complying with the occurrence and during requirements for the continuance of an Event of Default, against any time being of the ObligationsBank of England in respect of liquidity, reserve assets and special deposits. "Multi-employer Plan" means a Plan that is a multi-employer plan as defined in Section 4001(a)(3) or credit such collected funds of ERISA. "NationsBank" means NationsBank, N.A. and its successors and assigns and shall mean NationsBank, acting through its Sterling LIBOR Lending Office with respect to a depository account of Borrower with Lender all matters relating to the UK Credit Facilities. "NET OUTSTANDINGS" OF ANY LENDER MEANS, AT ANY TIME, THE SUM OF (or an Affiliate of Lender), the order and method of such application to be in the sole discretion of Lender.A) ALL AMOUNTS PAID BY SUCH LENDER (OTHER THAN PURSUANT TO SECTION 8.5

The Collateral Account. The Borrower will shall deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by the Lender and from which the Lender alone has power of access and withdrawal (collectively, the "Collateral Account"). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, ,except for the endorsements of the Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrower hereby agreeing agrees to make such endorsementmake. In the event the Borrower shall fail fails to do so, the Borrower hereby authorizes the Lender is hereby authorized by Borrower to make the endorsement in the name of the Borrower. Prior to such a deposit, the Borrower will shall not commingle any Items of Payment with any of the Borrower's other funds or property of Borrowerproperty, but will hold them separate and apart in trust intrust and for the account of the Lender. In addition, the Borrower shall direct the mailing of all Items of Payment from its Account Debtors that all customarily mail Items of Payment are to be either (a) wired to the Collateral Account or (b) mailed to one or more post-office boxes designated by the Lender, or to such other additional or replacement post-office boxes pursuant to the request of the Lender from time to time (collectivelytime(collectively, the "Lockbox"). The Lender shall have unrestricted and exclusive access to the Lockbox. If and to the extent any Account Debtors of the Borrower hereby authorizes Lender to inspect all Items of Payment, endorse all customarily send Items of Payment in by wire transfer, the name of Borrower, and deposit Borrower will instruct such Items of Payment in the Collateral Account. Lender reserves the right, exercised in its sole and absolute discretion from time Account Debtors to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to Lender. In the event Items of Payment are returned to Lender for any reason whatsoever, Lender may, in the exercise of its discretion from time to time, forward direct such Items of Payment a second time. Any returned Items of Payment shall be charged back wire transfers to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. Lender will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that are not proceeds of Accounts or after the occurrence and during the continuance of an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of Borrower with Lender (or an Affiliate of Lender), the order and method of such application to be in the sole discretion of Lender.

The Collateral Account. Borrower The Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by the Lender and and, if the Lender so elects (provided that such election may only be made at any time following either (i) an Event of Default or (ii) a time when the aggregate outstanding principal amount of the Revolving Loan plus the Outstanding Letter of Credit ---- Obligations exceeds the Borrowing Base minus Two Million Five Hundred Thousand ----- Dollars ($2,500,000)) from which the Lender alone has power of access and withdrawal (collectively, the "Collateral Account"). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of Borrower the Borrowers where necessary to permit the collection of any such Items of Payment, Borrower which endorsement the Borrowers hereby agreeing agree to make such endorsementmake. In the event Borrower shall the Borrowers fail to do so, the Borrowers hereby authorize the Lender is hereby authorized by Borrower to make the endorsement in the name of Borrowerthe Borrowers. Prior to such a deposit, Borrower the Borrowers will not commingle any Items of Payment with any of the Borrowers' other funds or property of Borrowerproperty, but will hold them separate and apart in trust and for the account of the Lender. Borrower In addition, if so directed by the Lender after an Event of Default, the Borrowers shall direct its Account Debtors that the mailing of all Items of Payment are from the Borrowers' Account Debtors to be either (a) wired to the Collateral Account or (b) mailed to one or more a post-office boxes box designated by the Lender, or to such other additional or replacement post-office boxes pursuant to the request of the Lender from time to time (collectively, the "Lockbox"). The Lender shall have unrestricted and exclusive access to the Lockbox. Borrower hereby authorizes Upon obtaining Items of Payment, the Lender is authorized to inspect all Items of Payment, endorse all Items of Payment in the name of Borrowerthe Borrowers, and deposit such Items of Payment in the Collateral Account. The Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any uncollected Item of Payment which is unsatisfactory to the Lender. In the event Items of Payment are returned to the Lender for any reason whatsoever, the Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that for Payments which are not proceeds of Accounts accounts or inventory or after the occurrence and during the continuance of an Event of a Default, against any of the Obligations) or credit such collected funds to a the depository account of Borrower the Borrowers with Lender (or an Affiliate the Lender, the application to take place as of Lender), the Business Day after the date of crediting and the order and method of such application to be in the sole discretion of the Lender.

The Collateral Account. Upon demand by the Agent following a Borrowing Base Trigger Event, the Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by Lender the Agent and from which Lender the Agent alone has power of access and withdrawal (collectively, the "Collateral Account"). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrower hereby agreeing agree to make such endorsementmake. In the event the Borrower shall fail fails to do so, Lender is the Borrower hereby authorized by Borrower authorizes the Agent to make the endorsement in the name of the Borrower. Prior to such a deposit, the Borrower will not commingle any Items of Payment with any of the Borrower's other funds or property of Borrowerproperty, but will hold them separate and apart in trust and for the account of Lenderthe Agent for the benefit of the Lenders ratably and the Agent. The Agent agrees that it shall not demand that the Borrower deposit or cause to be deposited all Items of Deposit to the Collateral Account at any time prior to the occurrence of a Borrowing Base Trigger Event. Once the Agent has so made demand on the Borrower, unless otherwise agreed by the Agent in writing, the Borrower shall direct its Account Debtors that continue to so deposit or cause to be deposited all Items of Payment are to be either (a) wired to the Collateral Account notwithstanding that subsequent to such demand the Borrowing Base Trigger Event has been cured, waived, otherwise remedied or (b) mailed is no longer applicable. In addition, if the Agent has so made demand, if so directed by the Agent, the Borrower shall direct the mailing of all Items of Payment from its Account Debtors to one or more post-office boxes designated by Lenderthe Agent, or to such other additional or replacement post-office boxes pursuant to the request of Lender the Agent from time to time (collectively, the "Lockbox"). Lender The Agent shall have unrestricted and exclusive access to the Lockbox. Subject to the provisions of this Section, the Borrower hereby authorizes Lender the Agent to inspect all Items of Payment, endorse all Items of Payment in the name of Borrower, and deposit such Items of Payment in the Collateral Account. Lender The Agent reserves the right, exercised in its sole and absolute reasonable discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment prior to final collection which is reasonably unsatisfactory to Lenderthe Agent. In the event Items of Payment are returned to Lender the Agent for any reason whatsoever, Lender the Agent may, in the exercise of its reasonable discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. Lender The Agent will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that for Payments which are not proceeds of Accounts or Inventory or after the occurrence and during the continuance of a Default or an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of the Borrower with Lender (or an Affiliate of Lender)the Agent, the order and method of such application to be in the sole discretion of Lenderthe Agent. Notwithstanding the foregoing, the Agent agrees that prior to the occurrence of an Event of Default, the Agent shall use its best efforts to apply collected funds credited to the Collateral Account to the Obligations so as to avoid or minimize any amounts which would be due under Section 2.9.4 (Indemnity) by reason of any such application. Notwithstanding the foregoing, the Agent agrees that it shall not be entitled to require establishment of the Collateral Account and/or the Lockbox as the result of the occurrence of a Borrowing Base Trigger Event, if the Agent fails to so notify the Borrower within ninety (90) days of the date that the Borrower has cured the Borrowing Base Trigger Event to the reasonable satisfaction of the Agent. The foregoing sentence, however, shall not prevent the Agent from later requiring establishment of the Collateral Account and/or a Lockbox following the occurrence of any subsequent Borrowing Base Trigger Event; provided, that the Agent so notifies the Borrower within ninety (90) days of the date that the Borrower has cured the Borrowing Base Trigger Event to the reasonable satisfaction of the Agent.

The Collateral Account. Each Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by Lender and from which Lender alone has power of access and withdrawal (collectively, the "“Collateral Account"”). In the case of any deposit that is made by a Borrower manually (i.e., the payment is received by the a Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such deposit shall be made not later than the next Business Day promptly after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the applicable Borrower where necessary to permit the collection of any such Items of Payment, each Borrower hereby agreeing to make such endorsement. In the event any Borrower shall fail to do so, Lender is hereby authorized by each Borrower to make the endorsement in the name of the applicable Borrower. Prior to such a deposit, Borrower Borrowers will not commingle any Items of Payment with any of the other funds or property of any Borrower, but will hold them separate and apart in trust and for the account of Lender. Each Borrower shall direct its Account Debtors that all Items of Payment are to be either (a) wired to the Collateral Account or (b) mailed to one or more post-office boxes designated by Lender, or to such other additional or replacement post-office boxes pursuant to the request of Lender from time to time (collectively, the "“Lockbox"”). Lender shall have unrestricted and exclusive access to the Lockbox. Each Borrower hereby authorizes Lender to inspect all Items of Payment, endorse all Items of Payment in the name of such Borrower, and deposit such Items of Payment in the Collateral Account. Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to Lender. In the event Items of Payment are returned to Lender for any reason whatsoever, Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. Subject to the terms of the immediately following sentence, Lender will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that are not proceeds of Accounts or after the occurrence and during the continuance of an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of Borrower with Lender (or an Affiliate of Lender), the order and method of such application to be in the sole discretion of Lender.

The Collateral Account. Each Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by Lender and from which Lender alone has power of access and withdrawal (collectively, the "“Collateral Account"”). In the case of any deposit that is made by a Borrower manually (i.e., the payment is received by the a Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such deposit shall be made not later than the next Business Day promptly after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the applicable Borrower where necessary to permit the collection of any such Items of Payment, each Borrower hereby agreeing to make such endorsement. In the event any Borrower shall fail to do so, Lender is hereby authorized by each Borrower to make the endorsement in the name of the applicable Borrower. Prior to such a deposit, Borrower Borrowers will not commingle any Items of Payment with any of the other funds or property of any Borrower, but will hold them separate and apart in trust and for the account of Lender. Each Borrower shall direct its Account Debtors that all Items of Payment are to be either (a) wired to the Collateral Account or (b) mailed to one or more post-office boxes designated by Lender, or to such other additional or replacement post-office boxes pursuant to the request of Lender from time to time (collectively, the "“Lockbox"”). Lender shall have unrestricted and exclusive access to the Lockbox. Each Borrower hereby authorizes Lender to inspect all Items of Payment, endorse all Items of Payment in the name of such Borrower, and deposit such Items of Payment in the Collateral Account. Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to Lender. In the event Items of Payment are returned to Lender for any reason whatsoever, Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. Lender will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that are not proceeds of Accounts or after the occurrence and during the continuance of an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of Borrower with Lender (or an Affiliate of Lender), the order and method of such application to be in the sole discretion of Lender.

The Collateral Account. Upon demand by the Agent following a Borrowing Base Trigger Event, the Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by Lender the Agent and from which Lender the Agent alone has power of access and withdrawal (collectively, the "Collateral Account"). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrower hereby agreeing agree to make such endorsementmake. In the event the Borrower shall fail fails to do so, Lender is the Borrower hereby authorized by Borrower authorizes the Agent to make the endorsement in the name of the Borrower. Prior to such a deposit, the Borrower will not commingle any Items of Payment with any of the Borrower's other funds or property of Borrowerproperty, but will hold them separate and apart in trust and for the account of Lenderthe Agent for the benefit of the Lenders ratably and the Agent. The Agent agrees that it shall not demand that the Borrower deposit or cause to be deposited all Items of Deposit to the Collateral Account at any time prior to the occurrence of a Borrowing Base Trigger Event. Once the Agent has so made demand on the Borrower, unless otherwise agreed by the Agent in writing, the Borrower shall direct its Account Debtors that continue to so deposit or cause to be deposited all Items of Payment are to be either (a) wired to the Collateral Account notwithstanding that subsequent to such demand the Borrowing Base Trigger Event has been cured, waived, otherwise remedied or is no longer applicable. (b) mailed The Collateral Account). "COLLATERAL DISCLOSURE LIST" HAS THE MEANING DESCRIBED IN COLLATERAL DISCLOSURE LIST. On or prior to the date of this Agreement, the Borrower, Xxxxx UK and Norwich shall deliver to the Agent one or more post-office boxes designated by Lender, or to such other additional or replacement post-office boxes pursuant to the request of Lender from time to time lists (collectively, the "LockboxCollateral Disclosure List"). Lender ) which shall have unrestricted and exclusive access contain such information with respect to the Lockbox. Borrower hereby authorizes Lender to inspect business and real and personal property of the Borrower, Xxxxx UK, Norwich and each Subsidiary Guarantor as of its date of delivery as the Agent may require and shall be certified by a Responsible Officer of the Borrower, Xxxxx UK, Norwich and each Subsidiary Guarantor, as appropriate, all Items of Payment, endorse all Items of Payment in the name form provided to the Borrower by the Agent. Promptly after demand by the Agent, the Borrower shall furnish and shall cause Xxxxx UK, Norwich and each Subsidiary Guarantor to furnish to the Agent an update of Borrower, and deposit such Items of Payment the information contained in the Collateral Account. Lender reserves the right, exercised in its sole Disclosure List at any time and absolute discretion from time to timetime as may be requested by the Agent. (Collateral Disclosure List). "Collection" means each check, draft, cash, money, instrument, item, and other remittance in payment or on account of payment of the Accounts or otherwise with respect to provide any Collateral, including, without limitation, cash proceeds of any returned, rejected or repossessed goods, the sale or lease of which gave rise to an Account, and other proceeds of Collateral; and "Collections" means the collective reference to all of the foregoing. "Commitment" means with respect to each Lender, such Lender's Revolving Credit Commitment, Letter of Credit Commitment, Term Loan A Commitment, Term Loan B Commitment, Bond Letter of Credit Commitment, Special Source Bond Commitment, UK Revolving Credit Commitment, or UK Term Loan Commitment as the case may be, and "Commitments" means the collective reference to the Collateral Account credit prior Revolving Credit Commitments, the Letter of Credit Commitments, the Term Loan A Commitments, the Term Loan B Commitments, the Bond Letter of Credit Commitments, Special Source Bond Commitment, the UK Revolving Credit Commitments and the UK Term Loan Commitments of all of the Lenders. "Committed Amount" means with respect to final collection each Lender, such Lender's Revolving Credit Committed Amount, Letter of an Item Credit Committed Amount, Term Loan A Committed Amount, Term Loan B Committed Amount, the Bond Letter of Payment Credit Committed Amount, UK Revolving Credit Committed Amount, UK Term Loan Committed Amount, as the case may be, and to disallow credit for any Item of Payment which is unsatisfactory to Lender. In the event Items of Payment are returned to Lender for any reason whatsoever, Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, "Committed Amounts" means collectively the Revolving Loan AccountCommitted Amount, or other accountthe Letter of Credit Committed Amount, as appropriate. Lender will apply Term Loan A Committed Amount, Term Loan B Committed Amount, the whole or any part Bond Letter of Credit Committed Amount of each of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that are not proceeds of Accounts or after the occurrence and during the continuance of an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of Borrower with Lender (or an Affiliate of Lender)Lenders, the order UK Revolving Credit Committed Amounts, and method of such application to be the UK Term Loan Committed Amounts. "Compliance Certificate" means a periodic Compliance Certificate described in the sole discretion of Lender.Section (I)

The Collateral Account. Upon demand by the Agent following a Borrowing Base Trigger Event, the Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by Lender the Agent and from which Lender the Agent alone has power of access and withdrawal (collectively, the "Collateral Account"). In the case of any deposit that is made by Borrower manually (i.e., the payment is received by the Borrower rather than being delivered to the Lockbox or wired to the Collateral Account), such Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrower hereby agreeing agree to make such endorsementmake. In the event the Borrower shall fail fails to do so, Lender is the Borrower hereby authorized by Borrower authorizes the Agent to make the endorsement in the name of the Borrower. Prior to such a deposit, the Borrower will not commingle any Items of Payment with any of the Borrower's other funds or property of Borrowerproperty, but will hold them separate and apart in trust and for the account of Lenderthe Agent for the benefit of the Lenders ratably and the Agent. The Agent agrees that it shall not demand that the Borrower deposit or cause to be deposited all Items of Deposit to the Collateral Account at any time prior to the occurrence of a Borrowing Base Trigger Event. Once the Agent has so made demand on the Borrower, unless otherwise agreed by the Agent in writing, the Borrower shall direct its Account Debtors that continue to so deposit or cause to be deposited all Items of Payment are to be either (a) wired to the Collateral Account notwithstanding that subsequent to such demand the Borrowing Base Trigger Event has been cured, waived, otherwise remedied or (b) mailed is no longer applicable. In addition, if the Agent has so made demand, if so directed by the Agent, the Borrower shall direct the mailing of all Items of Payment from its Account Debtors to one or more post-office boxes designated by Lenderthe Agent, or to such other additional or replacement post-office boxes pursuant to the request of Lender the Agent from time to time (collectively, the "Lockbox"). Lender The Agent shall have unrestricted and exclusive access to the Lockbox. Subject to the provisions of this Section, the Borrower hereby authorizes Lender the Agent to inspect all Items of Payment, endorse all Items of Payment in the name of Borrower, and deposit such Items of Payment in the Collateral Account. Lender The Agent reserves the right, exercised in its sole and absolute reasonable discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment prior to final collection which is reasonably unsatisfactory to Lenderthe Agent. In the event Items of Payment are returned to Lender the Agent for any reason whatsoever, Lender the Agent may, in the exercise of its reasonable discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. Lender The Agent will apply the whole or any part of the collected funds credited to the Collateral Account (including funds received from the Blocked Account) against the Revolving Loan (or with respect to Items of Payment that for Payments which are not proceeds of Accounts or Inventory or after the occurrence and during the continuance of a Default or an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of the Borrower with Lender (or an Affiliate of Lender)the Agent, the order and method of such application to be in the sole discretion of Lenderthe Agent. Notwithstanding the foregoing, the Agent agrees that prior to the occurrence of an Event of Default, the Agent shall use its best efforts to apply collected funds credited to the Collateral Account to the Obligations so as to avoid or minimize any amounts which would be due under Section 2.7.4 by reason of any such application. Notwithstanding the foregoing, the Agent agrees that it shall not be entitled to require establishment of the Collateral Account and/or the Lockbox as the result of the occurrence of a Borrowing Base Trigger Event, if the Agent fails to so notify the Borrower within ninety (90) days of the date that the Borrower has cured the Borrowing Base Trigger Event to the reasonable satisfaction of the Agent. The foregoing sentence, however, shall not prevent the Agent from later requiring establishment of the Collateral Account and/or a Lockbox following the occurrence of any subsequent Borrowing Base Trigger Event; provided, that the Agent so notifies the Borrower within ninety (90) days of the date that the Borrower has cured the Borrowing Base Trigger Event to the reasonable satisfaction of the Agent.