Common use of The Collateral Account Clause in Contracts

The Collateral Account. 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 designated by the Agent and from which the Agent alone has power of access and withdrawal (the "Collateral Account"). 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 Borrowers where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers hereby agree to make. In the event the Borrowers fail to do so, the Borrowers hereby authorize the Agent to make the endorsement in the name of any or all of the Borrowers. Prior to such a deposit, the Borrowers will not commingle any Items of Payment with any of the Borrowers' other funds or property, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the Agent. In addition, if so directed by the Agent, the Borrowers shall direct the mailing of all Items of Payment from their Account Debtors to one or more post-office boxes designated by the Agent, or to such other additional or replacement post-office boxes pursuant to the request of the Agent from time to time (collectively, the "Lockbox"). The Agent shall have unrestricted and exclusive access to the Lockbox. The Borrowers hereby authorize the Agent after the occurrence of a Default to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. 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 the Agent. In the event Items of Payment are returned to the Agent for any reason whatsoever, 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. The Agent will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items of Payment which are not proceeds of Accounts or Inventory or after an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of any or all of the Borrowers with the Agent, the order and method of such application to be in the sole discretion of the Agent.

The Collateral Account. Upon request of If so directed by the Agent after the occurrence of a DefaultLender, the Borrowers Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Agent Lender and from which the Agent Lender alone has power of access and withdrawal (the "“Collateral Account"”). 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 Borrowers Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers Borrower hereby agree agreeing to makemake such endorsement. In the event the Borrowers fail Borrower fails to do so, the Borrowers Lender is hereby authorize authorized by the Agent Borrower to make the endorsement in the name of any or all of the BorrowersBorrower. Prior to such a deposit, the Borrowers Borrower will not commingle any Items of Payment with any of the Borrowers' Borrower’s other funds or property, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the AgentLender. In addition, if so directed by the AgentLender, the Borrowers Borrower shall direct the mailing of all Items of Payment from their its Account Debtors to one or more a post-office boxes box designated by the AgentLender, or to such other additional or replacement post-office boxes pursuant to the request of the Agent Lender from time to time (collectively, the "“Lockbox"”). The Agent Lender shall have unrestricted and exclusive access to the Lockbox. The Borrowers Borrower hereby authorize authorizes the Agent after the occurrence of a Default Lender to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the BorrowersBorrower, and deposit such Items of Payment in the Collateral Account. The Agent 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 AgentLender. In the event Items of Payment are returned to the Agent Lender for any reason whatsoever, the Agent 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 Agent Lender will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items of Payment which that are not proceeds of Accounts or Inventory after a Default or after an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of any the Borrower with the Lender (or all an Affiliate of the Borrowers with the AgentLender), the order and method of such application to be in the sole reasonable discretion of the AgentLender.

The Collateral Account. Upon request of Unless otherwise agreed by the Agent after with respect to Items of Payment payable to the occurrence of a DefaultMexican 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 designated by the Agent and from which the Agent alone has power of access and withdrawal (the "Collateral Account"). The Agent agrees that as of the Closing Date, Items of Payment payable to the Mexican Subsidiary are not required to be deposited into the Collateral Account. 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 Revolving Credit Borrowers and/or the Mexican Subsidiary where necessary to permit the collection of any such Items of Payment, which endorsement the Revolving Credit Borrowers hereby agree to make and to cause the Mexican Subsidiary to make. In the event the Revolving Credit Borrowers fail to do so, the Revolving Credit Borrowers hereby authorize the Agent to make the endorsement in the name of any or all of the Revolving Credit Borrowers. Prior to such a deposit, 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, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the Agent. In addition, if so directed by the Agent, the Revolving Credit Borrowers and the Mexican Subsidiary shall direct the mailing of all Items of Payment from their Account Debtors to one or more post-office boxes designated by the Agent, or to such other additional or replacement post-office boxes pursuant to the request of the Agent from time to time (collectively, the "Lockbox"). The Agent shall have unrestricted and exclusive access to the Lockbox. The Revolving Credit Borrowers hereby authorize the Agent after the occurrence of a Default to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Revolving Credit Borrowers, and deposit such Items of Payment in the Collateral Account. 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 the Agent. In the event Items of Payment are returned to the Agent for any reason whatsoever, 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. The Agent will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items of Payment which are not proceeds of Accounts or Inventory or after an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of any or all of the Borrowers with the Agent, the order and method of such application to be in the sole discretion of the Agent.a

The Collateral Account. Upon request of If the Agent after the occurrence of a DefaultLender requests, the Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Agent Lender and from which the Agent Lender alone has power of access and withdrawal (the "Collateral Account"). Each When a Collateral Account is in existence, 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 Borrowers where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers hereby agree to make. In the event the Borrowers fail to do so, the Borrowers hereby authorize the Agent Lender to make the endorsement in the name of any or all of the Borrowers. Prior During any period when a Collateral Account is in place, prior to such a deposit, the Borrowers will not commingle any Items of Payment with any of the Borrowers' other funds or property, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the AgentLender. In addition, if so directed by the AgentLender, the Borrowers shall direct the mailing of all Items of Payment from their Account Debtors to one or more post-office boxes designated by the AgentLender, or to such other additional or replacement post-office boxes pursuant to the request of the Agent Lender from time to time (collectively, the "Lockbox"). The Agent Lender shall have unrestricted and exclusive access to the Lockbox. The After a Collateral Account is established, the Borrowers hereby authorize the Agent after the occurrence of a Default Lender to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Agent 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 AgentLender. In the event Items of Payment are returned to the Agent Lender for any reason whatsoever, the Agent 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 Agent Lender will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items of Payment which that are not proceeds of Accounts or Inventory or after an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of any or all of the Borrowers with the AgentLender (or an Affiliate of the Lender), the order and method of such application to be in the sole discretion of the AgentLender. 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. Upon request of the Agent after the occurrence of a Default, the The Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Agent Lender and from which the Agent Lender alone has power of access and withdrawal (the "“Collateral Account"”). 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 Borrowers where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers hereby agree to make. In the event the Borrowers fail to do so, the Borrowers hereby authorize the Agent Lender to make the endorsement in the name of any or all of the Borrowers. Prior to such a deposit, the Borrowers will not commingle any Items of Payment with any of the Borrowers' ’ other funds or property, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the AgentLender. In addition, if so directed by the AgentLender, the Borrowers shall direct the mailing of all Items of Payment from their Account Debtors to one or more post-office boxes designated by the AgentLender, or to such other additional or replacement post-office boxes pursuant to the request of the Agent Lender from time to time (collectively, the "“Lockbox"”). The Agent Lender shall have unrestricted and exclusive access to the Lockbox. The Borrowers hereby authorize the Agent after the occurrence of a Default Lender to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Agent 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 AgentLender. In the event Items of Payment are returned to the Agent Lender for any reason whatsoever, the Agent 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 Agent Lender will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items of Payment which that are not proceeds of Accounts or Inventory or after an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of any or all of the Borrowers with the AgentLender (or an Affiliate of the Lender), the order and method of such application to be in the sole discretion of the AgentLender.

The Collateral Account. Upon request of If so directed by the Agent after the occurrence of a DefaultLender, the Borrowers Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Agent Lender and from which the Agent Lender alone has power of access and withdrawal (the "“Collateral Account"”). 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 Borrowers Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers Borrower hereby agree agreeing to makemake such endorsement. In the event the Borrowers fail Borrower fails to do so, the Borrowers Lender is hereby authorize authorized by the Agent Borrower to make the endorsement in the name of any or all of the BorrowersBorrower. Prior to such a deposit, the Borrowers Borrower will not commingle any Items of Payment with any of the Borrowers' Borrower’s other funds or property, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the AgentLender. In addition, if so directed by the AgentLender, the Borrowers Borrower shall direct the mailing of all Items of Payment from their its Account Debtors to one or more a post-office boxes box designated by the AgentLender, or to such other additional or replacement post-office boxes pursuant to the request of the Agent Lender from time to time (collectively, the "“Lockbox"”). The Agent Lender shall have unrestricted and exclusive access to the Lockbox. The Borrowers Borrower hereby authorize authorizes the Agent after the occurrence of a Default Lender to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the BorrowersBorrower, and deposit such Items of Payment in the Collateral Account. The Agent 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 AgentLender. In the event Items of Payment are returned to the Agent Lender for any reason whatsoever, the Agent 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 Agent Lender will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items of Payment which that are not proceeds of Accounts or Inventory after a Default or after an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of any the Borrower with the Lender (or all an Affiliate of the Borrowers with the AgentLender), the order and method of such application to be in the sole reasonable discretion of the AgentLender.”

The Collateral Account. Upon request of the Agent after the occurrence of a Default, the Borrowers Each Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by the Agent Lender and from which the Agent Lender alone has power of access and withdrawal (collectively, the "“Collateral Account"”). Each In the case of any deposit that is made by a Borrower manually (i.e., the payment is received by 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 Borrowers applicable Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers each Borrower hereby agree agreeing to makemake such endorsement. In the event the Borrowers any Borrower shall fail to do so, the Borrowers Lender is hereby authorize the Agent authorized by each Borrower to make the endorsement in the name of any or all of the Borrowersapplicable Borrower. Prior to such a deposit, the Borrowers will not commingle any Items of Payment with any of the Borrowers' other funds or propertyproperty of any Borrower, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the AgentLender. In addition, if so directed by the Agent, the Borrowers Each Borrower shall direct the mailing of its Account Debtors that all Items of Payment from their are to be either (a) wired to the Collateral Account Debtors or (b) mailed to one or more post-office boxes designated by the AgentLender, or to such other additional or replacement post-office boxes pursuant to the request of the Agent Lender from time to time (collectively, the "“Lockbox"”). The Agent Lender shall have unrestricted and exclusive access to the Lockbox. The Borrowers Each Borrower hereby authorize the Agent after the occurrence of a Default authorizes Lender to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrowerssuch Borrower, and deposit such Items of Payment in the Collateral Account. The Agent 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 AgentLender. In the event Items of Payment are returned to the Agent Lender for any reason whatsoever, the Agent 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 Agent Lender will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items of Payment which 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 any Borrower with Lender (or all an Affiliate of the Borrowers with the AgentLender), the order and method of such application to be in the sole discretion of the AgentLender.

The Collateral Account. Upon request of the Agent after the occurrence of a Default, the Borrowers will The Borrower shall deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Agent and from which the Agent alone has power of access and withdrawal (the "Collateral Account"). 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 Borrowers Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers Borrower hereby agree agrees to make. In the event the Borrowers fail Borrower fails to do so, the Borrowers Borrower hereby authorize authorizes the Agent to make the endorsement in the name of any or all of the BorrowersBorrower. Prior to such a deposit, the Borrowers will Borrower shall not commingle any Items of Payment with any of the Borrowers' Borrower's other funds or property, but will hold them separate and apart in trust and for the account of the Agent for the ratable benefit of the Formula Lenders ratably and the Agent. In addition, if so directed by the Agent, the Borrowers Borrower shall direct the mailing of all Items of Payment from their its Account Debtors that customarily mail Items of Payment to one or more post-office boxes designated by the Agent, or to such other additional or replacement post-office boxes pursuant to the request of the Agent from time to time (collectively, the "Lockbox"). 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 Borrowers Borrower hereby authorize authorizes the Agent after the occurrence of a Default to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the BorrowersBorrower, and deposit such Items of Payment in the Collateral Account. 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 the AgentAgent determines is not collectible. In the event Items of Payment are returned to the Agent for any reason whatsoever, the Agent may, in the exercise of its discretion from time to time, 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. The Agent will Except after the occurrence and during the continuance of a Default 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 first against the Revolving Loan (or with respect to Items of Payment which are not proceeds of Accounts or Inventory or after an Event of Default, and thereafter against any of the Obligations) or credit such collected funds to a depository account of any or all of the Borrowers with the AgentObligations then due, the order and method of such application to be in the sole discretion of the 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. Upon request of demand by the Agent after the occurrence of following a DefaultBorrowing Base Trigger Event, the Borrowers Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Agent and from which the Agent alone has power of access and withdrawal (the "Collateral Account"). 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 Borrowers Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers Borrower hereby agree to make. In the event the Borrowers fail Borrower fails to do so, the Borrowers Borrower hereby authorize authorizes the Agent to make the endorsement in the name of any or all of the BorrowersBorrower. Prior to such a deposit, the Borrowers Borrower will not commingle any Items of Payment with any of the Borrowers' Borrower's other funds or property, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the Agent. In additionThe 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, if unless otherwise agreed by the Agent in writing, the Borrower shall continue to so directed deposit or cause to be deposited all Items of Payment 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. (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 lists (collectively, the "Collateral Disclosure List") which shall contain such information with respect to the 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 in the form provided to the Borrower by the Agent. Promptly after demand by the Agent, the Borrowers Borrower shall direct the mailing of all Items of Payment from their Account Debtors furnish and shall cause Xxxxx UK, Norwich and each Subsidiary Guarantor to one or more post-office boxes designated by the Agent, or to such other additional or replacement post-office boxes pursuant furnish to the request Agent an update of the Agent information contained in the Collateral Disclosure List at any time and from time to time as may be requested by the Agent. (collectivelyCollateral 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 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 "Lockbox"). The Agent shall have unrestricted and exclusive access Collections" means the collective reference to the Lockbox. The Borrowers hereby authorize the Agent after the occurrence of a Default to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrowersforegoing. "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 deposit such Items of Payment in "Commitments" means the Collateral Account. The Agent reserves the right, exercised in its sole and absolute discretion from time to time, to provide collective reference 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 Agent. In the event Items of Payment are returned to the Agent for any reason whatsoeverRevolving Credit Commitments, the Agent mayLetter of Credit Commitments, in the exercise Term Loan A Commitments, the Term Loan B Commitments, the Bond Letter of its discretion from time 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 timeeach Lender, forward such Items Lender's Revolving Credit Committed Amount, Letter of Payment a second time. Any returned Items Credit Committed Amount, Term Loan A Committed Amount, Term Loan B Committed Amount, the Bond Letter of Payment shall be charged back to Credit Committed Amount, UK Revolving Credit Committed Amount, UK Term Loan Committed Amount, as the Collateral Accountcase may be, and "Committed Amounts" means collectively the Revolving Loan AccountCommitted Amount, or other accountthe Letter of Credit Committed Amount, as appropriate. The Agent will after Term Loan A Committed Amount, Term Loan B Committed Amount, the occurrence Bond Letter of a Default apply the whole or any part Credit Committed Amount of each of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items of Payment which are not proceeds of Accounts or Inventory or after an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of any or all of the Borrowers with the AgentLenders, 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 the Agent.Section (I)

The Collateral Account. Upon request of demand by the Agent after the occurrence of following a DefaultBorrowing Base Trigger Event, the Borrowers Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Agent and from which the Agent alone has power of access and withdrawal (the "Collateral Account"). 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 Borrowers Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers Borrower hereby agree to make. In the event the Borrowers fail Borrower fails to do so, the Borrowers Borrower hereby authorize authorizes the Agent to make the endorsement in the name of any or all of the BorrowersBorrower. Prior to such a deposit, the Borrowers Borrower will not commingle any Items of Payment with any of the Borrowers' Borrower's other funds or property, but will hold them separate and apart in trust and for the account of the 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 continue to so deposit or cause to be deposited all Items of Payment 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. In addition, if the Agent has so made demand, if so directed by the Agent, the Borrowers Borrower shall direct the mailing of all Items of Payment from their its Account Debtors to one or more post-office boxes designated by the Agent, or to such other additional or replacement post-office boxes pursuant to the request of the Agent from time to time (collectively, the "Lockbox"). The Agent shall have unrestricted and exclusive access to the Lockbox. The Borrowers Subject to the provisions of this Section, the Borrower hereby authorize authorizes the Agent after the occurrence of a Default to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. 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 the Agent. In the event Items of Payment are returned to the Agent for any reason whatsoever, 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. The Agent will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items of Payment for Payments which are not proceeds of Accounts or Inventory or after a Default or an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of any or all of the Borrowers Borrower with the Agent, the order and method of such application to be in the sole discretion of 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 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.

The Collateral Account. Upon request of the Agent after the occurrence of a Default, the The Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Agent and Lender 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 Agent Lender alone has power of access and withdrawal (the "Collateral Account"). 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 Borrowers where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers hereby agree to make. In the event the Borrowers fail to do so, the Borrowers hereby authorize the Agent Lender to make the endorsement in the name of any or all of the Borrowers. Prior to such a deposit, the Borrowers will not commingle any Items of Payment with any of the Borrowers' other funds or property, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the AgentLender. In addition, if so directed by the AgentLender after an Event of Default, the Borrowers shall direct the mailing of all Items of Payment from their the Borrowers' Account Debtors to one or more a post-office boxes box designated by the AgentLender, or to such other additional or replacement post-office boxes pursuant to the request of the Agent Lender from time to time (collectively, the "Lockbox"). The Agent Lender shall have unrestricted and exclusive access to the Lockbox. The Borrowers hereby authorize Upon obtaining Items of Payment, the Agent after the occurrence of a Default Lender is authorized to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Agent 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 AgentLender. In the event Items of Payment are returned to the Agent Lender for any reason whatsoever, the Agent 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 Agent Lender will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items of Payment for Payments which are not proceeds of Accounts accounts or Inventory inventory or after an Event of a Default, against any of the Obligations) or credit such collected funds to a the depository account of any or all of the Borrowers with the AgentLender, the application to take place as of the Business Day after the date of crediting and the order and method of such application to be in the sole discretion of the AgentLender.

The Collateral Account. Upon request of the Agent after the occurrence of a Default, the Borrowers The Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Agent Lender and from which the Agent Lender alone has power of access and withdrawal (the "Collateral Account"). 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 Borrowers Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers Borrower hereby agree agreeing to makemake such endorsement. In the event the Borrowers Borrower shall fail to do so, the Borrowers Lender is hereby authorize authorized by the Agent Borrower to make the endorsement in the name of any or all of the BorrowersBorrower. Prior to such a deposit, the Borrowers Borrower will not commingle any Items of Payment with any of the Borrowers' other funds or propertyproperty of the Borrower, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the AgentLender. In addition, if so directed by the AgentLender, the Borrowers Borrower shall direct the mailing of all Items of Payment from their its Account Debtors to one or more a post-office boxes box designated by the AgentLender, or to such other additional or replacement post-office boxes pursuant to the request of the Agent Lender from time to time (collectively, the "Lockbox"). The Agent Lender shall have unrestricted and exclusive access to the Lockbox. The Borrowers Borrower hereby authorize authorizes the Agent after the occurrence of a Default Lender to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the BorrowersBorrower, and deposit such Items of Payment in the Collateral Account. The Agent 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 AgentLender. In the event Items of Payment are returned to the Agent Lender for any reason whatsoever, the Agent 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 Agent Lender will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items of Payment which are not proceeds of Accounts accounts or Inventory inventory or after an a Default or Event of Default, against any of the Obligations) or credit such collected funds to a the depository account of any the Borrower with the Lender (or all an Affiliate of the Borrowers with the AgentLender), the order and method of such application to be in the sole discretion of the Agent.Lender. 2.1.9

The Collateral Account. Upon request of demand by the Agent after the occurrence of following a DefaultBorrowing Base Trigger Event, the Borrowers Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Agent and from which the Agent alone has power of access and withdrawal (the "Collateral Account"). 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 Borrowers Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers Borrower hereby agree to make. In the event the Borrowers fail Borrower fails to do so, the Borrowers Borrower hereby authorize authorizes the Agent to make the endorsement in the name of any or all of the BorrowersBorrower. Prior to such a deposit, the Borrowers Borrower will not commingle any Items of Payment with any of the Borrowers' Borrower's other funds or property, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the Agent. In additionThe 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, if so directed unless otherwise agreed by the AgentAgent in writing, the Borrowers Borrower shall direct the mailing of continue to so deposit or cause to be deposited all Items of Payment from their Account Debtors to one or more post-office boxes designated by the Agent, or to such other additional or replacement post-office boxes pursuant to the request of the Agent from time to time (collectively, the "Lockbox"). The Agent shall have unrestricted and exclusive access to the Lockbox. The Borrowers hereby authorize the Agent after the occurrence of a Default to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Agent reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior notwithstanding that subsequent to final collection of an Item of Payment and to disallow credit for any Item of Payment which such demand the Borrowing Base Trigger Event has been cured, waived, otherwise remedied or is unsatisfactory to the Agentno longer applicable. In the event Items of Payment are returned to the Agent for any reason whatsoever, 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 (The Collateral Account, the Revolving Loan Account, or other account, as appropriate). The Agent will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral 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 which are not proceeds expresses the prevailing cost to NationsBank of Accounts or Inventory or after an Event of Default, against any complying with the requirements for the 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 any or all of matters relating to the Borrowers with the AgentUK Credit Facilities. "NET OUTSTANDINGS" OF ANY LENDER MEANS, the order and method of such application to be in the sole discretion of the Agent.AT ANY TIME, THE SUM OF (A) ALL AMOUNTS PAID BY SUCH LENDER (OTHER THAN PURSUANT TO SECTION 8.5

The Collateral Account. Upon request of the Agent after the occurrence of a Default, the Borrowers Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account or bank accounts designated by the Agent Lender and from which the Agent Lender alone has power of access and withdrawal (collectively, the "Collateral Account"). Each 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 the Borrowers Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers Borrower hereby agree agreeing to makemake such endorsement. In the event the Borrowers Borrower shall fail to do so, the Borrowers Lender is hereby authorize the Agent authorized by Borrower to make the endorsement in the name of any or all of the BorrowersBorrower. Prior to such a deposit, the Borrowers Borrower will not commingle any Items of Payment with any of the Borrowers' other funds or propertyproperty of Borrower, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the AgentLender. In addition, if so directed by the Agent, the Borrowers Borrower shall direct the mailing of its Account Debtors that all Items of Payment from their are to be either (a) wired to the Collateral Account Debtors or (b) mailed to one or more post-office boxes designated by the AgentLender, or to such other additional or replacement post-office boxes pursuant to the request of the Agent Lender from time to time (collectively, the "Lockbox"). The Agent Lender shall have unrestricted and exclusive access to the Lockbox. The Borrowers Borrower hereby authorize the Agent after the occurrence of a Default authorizes Lender to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the BorrowersBorrower, and deposit such Items of Payment in the Collateral Account. The Agent 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 AgentLender. In the event Items of Payment are returned to the Agent Lender for any reason whatsoever, the Agent 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 Agent 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 which 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 any Borrower with Lender (or all an Affiliate of the Borrowers with the AgentLender), the order and method of such application to be in the sole discretion of the AgentLender.

The Collateral Account. Upon request of If the Agent after the occurrence of a DefaultLender requests, the Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Agent Lender and from which the Agent Lender alone has power of access and withdrawal (the "Collateral Account"). Each When a Collateral Account is in existence, 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 Borrowers where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers hereby agree to make. In the event the Borrowers fail to do so, the Borrowers hereby authorize the Agent Lender to make the endorsement in the name of any or all of the Borrowers. Prior During any period when a Collateral Account is in place, prior to such a deposit, the Borrowers will not commingle any Items of Payment with any of the Borrowers' other funds or property, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the AgentLender. In addition, if so directed by the AgentLender, the Borrowers shall direct the mailing of all Items of Payment from their Account Debtors to one or more post-office boxes designated by the AgentLender, or to such other additional or replacement post-office boxes pursuant to the request of the Agent Lender from time to time (collectively, the "Lockbox"). The Agent Lender shall have unrestricted and exclusive access to the Lockbox. The After a Collateral Account is established, tithe Borrowers hereby authorize the Agent after the occurrence of a Default Lender to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Agent 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 AgentLender. In the event Items of Payment are returned to the Agent Lender for any reason whatsoever, the Agent 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 Agent Lender will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items of Payment which that are not proceeds of Accounts or Inventory or after an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of any or all of the Borrowers with the AgentLender (or an Affiliate of the Lender), the order and method of such application to be in the sole discretion of the AgentLender. 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. Upon request of the Agent after the occurrence of a Default, the Borrowers The Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account or accounts maintained at First Union designated by the Agent Lender and from which the Agent Lender and First Union alone has have power of access and withdrawal (the "Collateral Account"). 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 Borrowers Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers Borrower hereby agree agrees to make. In the event the Borrowers fail Borrower fails to do so, the Borrowers Borrower hereby authorize authorizes the Agent Lender to make the endorsement in the name of any or all of the BorrowersBorrower. Prior to such a deposit, the Borrowers Borrower will not commingle any Items of Payment with any of the Borrowers' Borrower's other funds or property, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the AgentLender. In addition, if so directed by the Agent, the Borrowers The Borrower shall direct the mailing of all Items of Payment from their its Account Debtors to one or more a post-office boxes box designated by the AgentLender, or to such other additional or replacement post-office boxes pursuant to the request of the Agent Lender from time to time (collectively, the "Lockbox"). The Agent Lender and First Union shall have unrestricted and exclusive access to the Lockbox. The Borrowers hereby authorize Upon obtaining Items of Payment, the Agent after the occurrence of a Default Lender and First Union are authorized to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the BorrowersBorrower, and deposit such Items of Payment in the Collateral Account. The Agent 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 AgentObligations 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 Agent Lender or First Union for any reason whatsoever, the Agent 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 Agent Lender will, or will after the occurrence of a Default instruct First Union to, apply the whole or any part of the collected funds credited to Items of Payment deposited into the Collateral 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 which are not proceeds of Accounts or Inventory or after 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 any or all of the Borrowers Borrower with the Agent, the order and method of such application to be in the sole discretion of the AgentLender or First Union upon deposit.

The Collateral Account. Upon request of demand by the Agent after the occurrence of following a DefaultBorrowing Base Trigger Event, the Borrowers Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Agent and from which the Agent alone has power of access and withdrawal (the "Collateral Account"). 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 Borrowers Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers Borrower hereby agree to make. In the event the Borrowers fail Borrower fails to do so, the Borrowers Borrower hereby authorize authorizes the Agent to make the endorsement in the name of any or all of the BorrowersBorrower. Prior to such a deposit, the Borrowers Borrower will not commingle any Items of Payment with any of the Borrowers' Borrower's other funds or property, but will hold them separate and apart in trust and for the account of the 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 continue to so deposit or cause to be deposited all Items of Payment 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. In addition, if the Agent has so made demand, if so directed by the Agent, the Borrowers Borrower shall direct the mailing of all Items of Payment from their its Account Debtors to one or more post-office boxes designated by the Agent, or to such other additional or replacement post-office boxes pursuant to the request of the Agent from time to time (collectively, the "Lockbox"). The Agent shall have unrestricted and exclusive access to the Lockbox. The Borrowers Subject to the provisions of this Section, the Borrower hereby authorize authorizes the Agent after the occurrence of a Default to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. 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 the Agent. In the event Items of Payment are returned to the Agent for any reason whatsoever, 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. The Agent will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items of Payment for Payments which are not proceeds of Accounts or Inventory or after a Default or an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of any or all of the Borrowers Borrower with the Agent, the order and method of such application to be in the sole discretion of 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. Upon request of the Agent Lender after the occurrence of a Default, the Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Agent Lender and from which the Agent Lender alone has power of access and withdrawal (the "Collateral Account"). 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 Borrowers where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers hereby agree to make. In the event the Borrowers fail to do so, the Borrowers hereby authorize the Agent Lender to make the endorsement in the name of any or all of the Borrowers. Prior to such a deposit, the Borrowers will not commingle any Items of Payment with any of the Borrowers' other funds or property, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the AgentLender. In addition, if so directed by the AgentLender, the Borrowers shall direct the mailing of all Items of Payment from their Account Debtors to one or more post-office boxes designated by the AgentLender, or to such other additional or replacement post-office boxes pursuant to the request of the Agent Lender from time to time (collectively, the "Lockbox"). The Agent Lender shall have unrestricted and exclusive access to the Lockbox. The Borrowers hereby authorize the Agent Lender after the occurrence of a Default to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Agent 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 AgentLender. In the event Items of Payment are returned to the Agent Lender for any reason whatsoever, the Agent 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 Agent Lender will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items of Payment which are not proceeds of Accounts or Inventory or after an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of any or all of the Borrowers with the AgentLender, the order and method of such application to be in the sole discretion of the AgentLender.

The Collateral Account. Upon request of the Agent after the occurrence of a Default, the The Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Agent Lender and from which the Agent Lender alone has power of access and withdrawal (the "Collateral Account"). 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 Borrowers where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers hereby agree agreeing to makemake such endorsement. In the event the Borrowers shall fail to do so, the Lender is hereby authorized by the Borrowers hereby authorize the Agent to make the endorsement in the name of any or all of the Borrowers. Prior to such a deposit, the Borrowers will not commingle any Items of Payment with any of the Borrowers' other funds or propertyproperty of the Borrowers, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the AgentLender. In addition, if so directed by the AgentLender, the Borrowers shall direct the mailing of all Items of Payment from their its Account Debtors to one or more a post-office boxes box designated by the AgentLender, or to such other additional or replacement post-office boxes pursuant to the request of the Agent Lender from time to time (collectively, the "Lockbox"). The Agent Lender shall have unrestricted and exclusive access to the Lockbox. The Borrowers hereby authorize the Agent after the occurrence of a Default Lender to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Agent 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 AgentLender. In the event Items of Payment are returned to the Agent Lender for any reason whatsoever, the Agent 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 Agent Lender will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral 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 which are not proceeds of Accounts or Inventory or a) after 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 to a depository account which are not proceeds of accounts or inventory of any or all of the Borrowers with as a Prepayment of any one or more of the AgentLoans. As part of the Obligations, an amount equal to 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 the AgentBorrowers 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. Upon request of the Agent after the occurrence of a DefaultThe Borrower, the Borrowers Fostxx Xxxxx xxx Fantasma will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Agent and from which the Agent alone has power of access and withdrawal (the "Collateral Account"). 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 Borrowers Borrower, Fostxx Xxxxx xx Fantasma where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers Borrower, Fostxx Xxxxx xxx Fantasma hereby jointly and severally agree to make. In the event the Borrowers Borrower, Fostxx Xxxxx xxx Fantasma fail to do so, the Borrowers Borrower, Fostxx Xxxxx xxx Fantasma hereby authorize the Agent to make the endorsement in the name of any or all of the BorrowersBorrower, Fostxx Xxxxx xxx Fantasma. Prior to such a deposit, the Borrowers Borrower, Fostxx Xxxxx xxx Fantasma will not commingle any Items of Payment with any of the Borrowers' Borrower's, Fostxx Xxxxx'x xx Fantasma's other funds or property, but will hold them separate and apart in trust and for the account of the Agent for the benefit of the Lenders ratably and the Agent. In addition, if so directed by the Agent, the Borrowers Borrower, Fostxx Xxxxx xxx Fantasma shall direct the mailing of all Items of Payment from their Account Debtors to one or more post-office boxes designated by the Agent, or to such other additional or replacement post-office boxes pursuant to the request of 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. The Agent shall have unrestricted and exclusive access (through such commercial bank, if applicable) to the Lockbox. The Borrowers Borrower, Fostxx Xxxxx xxx Fantasma hereby authorize the Agent after the occurrence of a Default to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the BorrowersBorrower, Fostxx Xxxxx xxx Fantasma, and deposit such Items of Payment in the Collateral Account. 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 the Agent. In the event Items of Payment are returned to the Agent for any reason whatsoever, 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. The Agent will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items of Payment which are not proceeds of Accounts or Inventory or after a Default or an Event of Default, against any of the Obligations) or credit such collected funds to a depository account of any or all of the Borrowers Borrower, Fostxx Xxxxx xx Fantasma with the Agent, the order and method of such application to be in the sole discretion of the 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.