Common use of Collection and Remittance Clause in Contracts

Collection and Remittance. (a) Borrower shall collect its accounts receivable only in the ordinary course of Business. All accounts receivable collections of Borrower will be deposited in a non-interest bearing cash collateral account maintained at Lender (the "Collection Account"). Lender will have sole dominion and control over all items and funds in the Collection Account and such items and funds may be withdrawn only by Lender. Lender will have the right to apply all or any part of such funds towards payment of any of the indebtedness of Borrower to Lender under the Revolving Loan; provided, however, upon the occurrence of a default or an event with which the giving of notice or the passage of time or both would be a default hereunder or under the Loan Documents, Lender may apply all or any part of such funds towards payment of any indebtedness of Borrower to Lender. (b) All items deposited into the Collection Account will be credited by Lender as payments of the principal balance of the Revolving Loan on the day on which such items are deposited into the Collection Account. As compensation for the foregoing arrangement, Borrower will pay to Lender a sum equal to three (3) Banking Days interest on all such deposits at the interest rate for the Revolving Loan. Borrower will reimburse Lender on demand for the amount of any items credited as provided above and subsequently returned unpaid. Lender may terminate the foregoing arrangement upon notice to Borrower. (c) Borrower agrees that all monies, checks, notes, instruments, drafts or other payments relating to or constituting proceeds of any accounts receivable of Borrower which come into the possession or under the control of Borrower or any employees, agents or other persons acting for or in concert with Borrower, shall be received and held in trust for Lender and such items shall be the sole and exclusive property of Lender. Immediately upon receipt thereof, Borrower and such other persons shall remit the same or cause the same to be remitted, in kind, to Lender. Borrower shall deliver or cause to be delivered to Lender, with appropriate endorsement and assignment to Lender with full recourse to Borrower, all instruments, notes and chattel paper constituting an account receivable. Lender is hereby authorized to open all mail addressed to Borrower and endorse all checks, drafts or other items for payment on behalf of Borrower. Lender is granted a power of attorney by Borrower with full power of substitution to execute on behalf of Borrower and in Borrower's name or to endorse Borrower's name on any check, draft, instrument, note or other item of payment or to take any other action or sign any document in order to effectuate the foregoing. Such power of attorney being coupled with an interest is irrevocable.

Collection and Remittance. (a1) Borrower Borrowers agree to and shall collect its establish and maintain, and hereby permits Lender to establish and maintain, one or more demand deposit accounts receivable only in Lender’s name at one or more other financial institutions of Lender’s choosing. Included in the ordinary course foregoing is any demand deposit account created and utilized by Lender by operation of BusinessSection 9.20 below because of the existence of any Term Loan Collateral Deficiency. All accounts receivable collections Each such demand deposit account is called a “Blocked Account” in this Agreement. Borrowers agree that each Blocked Account is owned by Lender and holds funds of Lender and not funds of either Borrower. Each Borrower will be deposited understands, acknowledges and agrees that it has rights in and to a non-interest bearing cash collateral account maintained at Lender (Blocked Account only to the "Collection Account"). Lender will have sole dominion and control over all items and extent that funds in any such account exceeds the Collection Account Obligations after this Agreement has been terminated and such items the Obligations have been indefeasibly paid in full. Each Borrower hereby authorizes Lender to effect the repayment of the Obligations on a continuing and funds may be withdrawn only continual basis, either daily or on another frequency determined by Lender. Lender will have , by Lender’s transfer, withdrawal or “sweep” of all funds on deposit in the right to apply all or any part of such funds towards payment of any of the indebtedness of Borrower to Lender under the Revolving Loan; provided, however, upon the occurrence of a default or an event with which the giving of notice or the passage of time or both would be a default hereunder or under the Loan Documents, Lender may apply all or any part of such funds towards payment of any indebtedness of Borrower to LenderBlocked Accounts. (b2) All items deposited into the Collection Account will be credited by Lender as payments of the principal balance of the Revolving Loan on the day on which such items are deposited into the Collection Account. As compensation for the foregoing arrangement, Each Borrower will pay to Lender a sum equal to three (3) Banking Days interest on all such deposits at the interest rate for the Revolving Loan. Borrower will reimburse Lender on demand for the amount of any items credited as provided above also covenants and subsequently returned unpaid. Lender may terminate the foregoing arrangement upon notice to Borrower. (c) Borrower agrees that all moniesit shall open a Lockbox over which Lender shall have the sole power of withdrawal. On the date hereof, Lockboxes are maintained as set forth on Schedule 2.6. All proceeds of Collateral whether cash, checks, drafts, notes, instruments, drafts acceptances or other payments relating to or constituting proceeds forms of any accounts receivable of Borrower which come into the possession or under the control of Borrower or any employeespayment, agents or other persons acting for or in concert with if received by either Borrower, shall be received and held by the applicable Borrower in trust for Lender Lender, and such items shall be the sole and exclusive property of Lender. Immediately upon receipt thereof, each Borrower and such other persons shall remit the same or cause the same agrees to be remitted, in kind, to Lender. Borrower shall deliver or cause to be delivered to Lenderdelivered, with appropriate endorsement and assignment such payments forthwith, in the identical form in which received, to Lender with full recourse or to Borrowerthe Lockbox, all instruments, notes as Lender shall require from time to time. Collected funds in the Lockbox shall be swept daily and chattel paper constituting the proceeds deposited to the Blocked Accounts to be processed against the Obligations as aforesaid or deposited into an account receivable. of Lender is hereby authorized to open all mail addressed to or of either Borrower and endorse all checks, drafts or other items for payment on behalf of Borrower. as Lender is granted a power of attorney by Borrower with full power of substitution to execute on behalf of Borrower and in Borrower's name or to endorse Borrower's name on any check, draft, instrument, note or other item of payment or to take any other action or sign any document in order to effectuate the foregoing. Such power of attorney being coupled with an interest is irrevocableshall elect.