Common use of Collection of Accounts and Payments Clause in Contracts

Collection of Accounts and Payments. Within ninety (90) days after the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts), Borrower shall establish blocked accounts (collectively, "BLOCKED ACCOUNTS") in Borrower's name with all banks at which it maintains deposit accounts ("COLLECTING BANKS") (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) in which Borrower will immediately deposit all cash. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's Account. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent will be the sole and exclusive property of Agent, for the benefit of Lenders, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, to the Blocked Accounts into Agent's Account; provided, however, that Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts to the Agent's Account unless and until: (a) one or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) Borrower's cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000. Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 below.

Collection of Accounts and Payments. Within ninety Borrower will, at its own cost and expense, cause all payments received by or on behalf of Borrower and the Restricted Subsidiaries on account of Accounts, Inventory and other Collateral and all other payments received by or on behalf of Borrower or any Restricted Subsidiary from whatever source (90) days after the Closing Date (and from time other than cash needed to time thereafter concurrently with the operate Borrower's establishment or any such Restricted Subsidiary's stores in the ordinary course of any new bank accountsbusiness consistent with past practice), whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise (referred to herein as "Payments"), (i) to be deposited not less often than once each business day in one or more bank accounts maintained by Borrower shall establish blocked accounts (collectively, "BLOCKED ACCOUNTS") in Borrower's name with all banks at or such Restricted Subsidiary and which it maintains deposit accounts ("COLLECTING BANKS") (subject to irrevocable instructions meet criteria reasonably acceptable to Agent as hereinafter set forthand (ii) to be transferred on each business day (to the extent practicable but in any event by no later than the immediately succeeding business day) from the accounts referred to in clause (i) to one or more concentration accounts designated by Borrower or such Restricted Subsidiary with a bank which Borrower will immediately deposit all cashmeets criteria reasonably acceptable to Agent. The Collecting Banks Each bank reasonably requested by Agent at which an account referred to in clause (i) of the first sentence of this subsection 5.6 is maintained and each bank at which a concentration account referred to in clause (ii) of such sentence is maintained shall acknowledge execute and agreedeliver to Agent such agreements, in a manner form and substance reasonably satisfactory to Agent, as Agent shall reasonably request with respect to such accounts, including, without limitation, with respect to prohibitions on Borrower or such Restricted Subsidiary, upon notice from Agent to the bank (it being agreed that Agent may give such notice after the occurrence of a Triggering Event), withdrawing funds from such accounts or otherwise directing or modifying actions with respect to such accounts. Each agreement with a bank at which a concentration account is established shall provide, among other things, that (i) all payments made to the Blocked Accounts concentration account are the sole and exclusive property of pledged to Agent, for the benefit of Agent and Lenders, and that the Collecting Banks (ii) such bank shall have no right of setoff against such concentration account except as agreed to by Agent and (iii) upon notice from Agent to such bank, all funds deposited into such account shall be transferred directly to the Blocked Agent's Account on a daily basis (it being agreed that Agent may give such notice if a Triggering Event (as defined below) is continuing). Agent or Agent's designee may, at any time after the occurrence and during the continuance of a Triggering Event, notify account debtors that Accounts and that all such payments received will be promptly transferred other accounts receivable of Loan Parties have been assigned to Agent and of Agent's Accountsecurity interest therein, and may collect them directly and charge the collection costs and expenses to Borrower's loan account as a Revolving Advance. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer, ACH transfer or any other instrument, made to such Blocked Accounts concentration accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise and whether or not a Triggering Event has occurred are and will be the sole and exclusive property of pledged to Agent, for the benefit of Agent and Lenders. Whether or not a Triggering Event has occurred, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, to the Blocked Accounts into Agent's Account; provided, however, that Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts to the Agent's Account unless and until: (a) one or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) Borrower's cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000. Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with BorrowerBorrower or any Restricted Subsidiary, shall, acting as trustee for Agent, receive, as the sole in trust for Agent and exclusive property of AgentLenders, any monies, checks, notes, drafts or drafts, any other payments which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same relating to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 below.and/or proceeds of

Collection of Accounts and Payments. Within ninety (90) days after the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts), Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "BLOCKED ACCOUNTSBlocked Accounts") in Borrower's name with all such banks at which it maintains deposit accounts ("COLLECTING BANKSCollecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all cashpayments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's Account. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of Lenders, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits to the Blocked Accounts into Agent's Account; provided, however, that Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts to the Agent's Account unless and until: (a) one or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) Borrower's cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000. Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 below.. ---------------

Collection of Accounts and Payments. Within ninety (90) days after the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts), Borrower Loan Parties shall establish lockboxes and blocked accounts (collectively, "BLOCKED ACCOUNTSBlocked Accounts") in Borrower's the name of such Loan Party with all such banks at which it maintains deposit accounts ("COLLECTING BANKSCollecting Banks") as are reasonably acceptable to Agent (subject to irrevocable instructions reasonably acceptable to Agent as hereinafter set forth) to which all Account Debtors or other payment obligors shall directly remit all payments on such Loan Party's Accounts and in which Borrower each Collecting Bank or Loan Party will immediately deposit all cashsuch payments constituting proceeds of Collateral received by such Loan Party in the identical form in which such payment was made, whether by cash or check (excluding proceeds deposited in local accounts in connection with retail and Lehigh shoe center locations to the extent permitted under Section 6.1(K)). The Each Collecting Banks Bank shall acknowledge and agree, in a manner reasonably satisfactory to Agent, and with the written consent of the respective Loan Party, to an agreement (each such agreement, a "Blocked Account Agreement") which provides, to the extent required by Agent in each instance, that (a) all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for its benefit and for the benefit of Lenders, (b) except with respect to making account adjustments related only to the Blocked Accounts, charging fees and that expenses EXHIBIT 10.1 associated with this Blocked Accounts and returned unpaid deposit items associated with the Blocked Accounts, the Collecting Banks have no right of to setoff against the Blocked Accounts, (c) the Collecting Banks will not take any Lien in the Blocked Accounts, (d) the Collecting Banks will comply with instructions originated by Agent directing disposition of the funds in the Blocked Accounts without the further consent of any Loan Party and that (e) all such payments received will be promptly transferred to Agent's Account. Borrower Each Loan Party hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise, after delivery of a notice of exclusive control, will be under the sole dominion and exclusive property control of Agent, for the benefit of itself and Lenders, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, Each Loan Party shall irrevocably instruct each Collecting Bank to to, after delivery of a notice of exclusive control, promptly transfer all payments or deposits, at the request of Agent, deposits to the Blocked Accounts into Agent's Account; provided, however, that Agent shall not direct the Collecting Banks Account to transfer payments from the Blocked Accounts be applied to the Agent's Account unless and until: (a) one Obligations in accordance with the terms of this Agreement. Other than as set forth above, if any Loan Party, or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) Borrower's cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000. Borrower, and any of its Affiliates, employees, agents or any other Persons acting for or in concert with Borrowerany Loan Party, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments which come into the possession or under the control relating to and/or proceeds of Borrower or any of Borrowersuch Loan Party's Affiliates, employees, agents Accounts or other Persons acting Collateral, the respective Loan Party or such Person shall hold such instrument or funds in trust for or in concert with BorrowerAgent, and shall, immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 Section 10.3 below.

Collection of Accounts and Payments. Within ninety (90) days after On or prior to the Closing Date (and from time to time thereafter concurrently with Date, the Borrower's establishment of any new bank accounts), Borrower shall establish blocked lock box accounts (collectively, the "BLOCKED ACCOUNTSBlocked Accounts") in the Borrower's name with all such banks at which it maintains deposit accounts as are acceptable to the Agent ("COLLECTING BANKSCollecting Banks") and enter into blocked account agreements among the Borrower, the Agent and each Collecting Bank (subject the "Blocked Account Agreements"). Subject to irrevocable instructions acceptable to Agent as hereinafter set forth) in which subsection 8.19, the Borrower will immediately deposit all cashcash payments made for Inventory or other cash payments constituting proceeds of Collateral received by it into a Blocked Account in the identical form in which such payment was made, whether by cash or check. On or prior to the Closing Date, the Borrower shall notify in writing each of its existing Account Debtors of the name and address of the Blocked Account to which each such Account Debtor shall be directed to remit all payments on its Accounts. In addition, the Agent shall, on or prior to the Closing Date, establish a depository account at each Collecting Bank or at a centrally located bank (the "Depository Account"). Each Blocked Account Agreement shall provide, among other things, that (i) all items of payment deposited in each Blocked Account are held by such Collecting Bank as agent and bailee-in-possession for the Agent, (ii) the Collecting Bank has no rights of setoff or recoupment or any other claim against such Blocked Account, other than for payment of its service fees or other charges directly related to the administration of such Blocked Account and for returned checks or other items of payment, (iii) unless and until the Agent shall have given such Collecting Bank a Redirection Notice (as such term is defined below), such Collecting Bank agrees to forward all amounts received in such Blocked Account to such accounts or for such uses as the Borrower may from time to time instruct, and (iv) at all times following delivery of notice by the Agent to such Collecting Bank to do so (a "Redirection Notice"), such Collecting Bank agrees to immediately forward all amounts received in such Blocked Account to the Depository Account through daily sweeps from the Blocked Account into the Depository Account in accordance with the terms of the applicable Blocked Account Agreement. The Agent shall not be entitled to deliver a Redirection Notice to any Collecting Banks shall acknowledge Bank until the initial funding of the Revolving Loan including, without limitation, pursuant to subsections 2.1(c)(iii) and agree, in a manner satisfactory to Agent, that all payments made 2.6(b). Subject to the Blocked Accounts are the sole terms of this Agreement and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's Account. Account Agreements, the Borrower hereby agrees that all payments received by the Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be held as Collateral by the sole and exclusive property of Agent, for the benefit of Lenders, to the Lenders and shall be applied in accordance with by the provisions of this AgreementAgent to the Obligations as provided for herein. The Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each of its Collecting Banks that, upon receipt of a Redirection Notice, such Collecting Bank to shall promptly transfer all payments or deposits, at the request of Agent, deposits to the Blocked Accounts into Agent's Account; provided, however, that Agent shall not direct the Collecting Banks to transfer payments from Depository Account in accordance with the Blocked Accounts to terms of the Agent's Account unless and until: (a) one or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) Borrower's cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000. Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 below.applicable 44

Collection of Accounts and Payments. Within ninety (90) days after the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts), Borrower shall -------------------------------------- establish lockboxes and blocked accounts (collectively, "BLOCKED ACCOUNTSBlocked Accounts") in Borrower's name with all such banks at which it maintains deposit accounts ("COLLECTING BANKSCollecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall be instructed, at the option of the Agent while any Default or Event of Default is continuing, to directly remit all payments on Accounts and in which which, at the option of the Agent while any Default or Event of Default is continuing, Borrower will immediately deposit all cashpayments received on account of the sale or lease of Inventory or other payments constituting proceeds of Col-lateral in the identical form in which such payment was received, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that that, except as otherwise agreed to in writing by the Agent, the Collecting Banks have no right of setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's Account. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of Lenders. While any Default or Event of Default is continuing, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, irrevocably Agent may instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits to the Blocked Accounts into Agent's Account; provided, however, that Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts to the Agent's Account unless and until: (a) one or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) Borrower's cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000. Borrower, and any of its Affiliates, employeesemploy-ees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereofand, while any Default or Event of Default is continuing, Borrower or such Persons shall immediately upon receipt thereof, remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 belowsub-section 10.

Collection of Accounts and Payments. Within ninety thirty (9030) days after following the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts)Date, Borrower Obligors shall establish lock box accounts ("Lock Box Accounts") and blocked accounts (collectively, the "BLOCKED ACCOUNTSBlocked Accounts") in Borrower's name with all Agent and/or such banks at which it maintains deposit accounts ("COLLECTING BANKS") (subject to irrevocable instructions as are reasonably acceptable to Agent as hereinafter set forth(collectively, the "Collecting Banks") to which all Account Debtors shall directly remit all funds received, including but not limited to all payments on Accounts of the Obligors, and in which Borrower Obligors will immediately deposit all cashother payments made for Inventory and other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner reasonably satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of to setoff against the Blocked Accounts (other than for unpaid fees and costs payable to such Collecting Banks in connection with the maintenance of such Blocked Accounts) and that all the Collecting Banks will wire or otherwise transfer, on a daily basis, funds deposited into the Blocked Accounts to Agent or as otherwise directed in writing by Agent to such payments received will be promptly transferred to Agent's AccountCollecting Banks. Borrower Obligors hereby agrees agree that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such the Lock Box Accounts, Blocked Accounts or otherwise received by Agent the Collecting Banks, whether on the Obligor's Accounts or as proceeds of the Obligors' other Collateral or otherwise, will be the sole and exclusive property of Agent, for the benefit of Lenders, to and, upon Agent's receipt thereof, will be applied by Agent on account of the Liabilities as follows: (i) when the funds have become available, for collection of checks and other instruments (including automatic clearing house electronic funds transfers and depository transfer checks) received by Agent at its offices in accordance with Chicago, Illinois, Agent will credit (conditional upon final collection) all such payments to Borrowers' Loan Account, and (ii) all cash payments received by Agent at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer of immediately available funds received by Agent in time for posting to the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, for the benefit of Lenders, on the date received, will be credited to the Blocked Accounts into Agent's Account; providedBorrowers' Loan Account immediately upon receipt. The Obligors and each of their Affiliates, howeverSubsidiaries, that Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts to the Agent's Account unless and until: (a) one or more Revolving Advances is outstanding hereundershareholders, and (b) the sum of (i) Borrower's cash on hand in immediately available fundsdirectors, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000. Borrower, and any of its Affiliatesofficers, employees, agents or other those Persons acting for or in concert with Borrower, any Obligor shall, acting as trustee for Agent, receive, as the sole and exclusive property of AgentLender, any monies, checks, notes, drafts or any other payments funds received by such Persons, including without limitation any payment relating to and/or proceeds of any Obligor's Accounts or other Collateral which come into the possession or under the control of Borrower any Obligor or any of Borrower's its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with Borrower, any Obligor and immediately upon receipt thereof, Borrower or such Persons Obligors shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its Agent's address set forth below. The Obligors agree to pay to Agent any and all fees, costs and expenses which Agent incurs in subsection 10.4 belowconnection with opening and maintaining the Lock Box Accounts and Blocked Accounts and depositing for collection by Agent any check or item of payment received and/or delivered to any Collecting Bank or Agent, respectively, on account of the Liabilities and the Obligors further agree to reimburse Agent and Lenders for any claims asserted by the Collecting Banks in connection with the Blocked Accounts and any amounts paid to any Collecting Bank arising out of Agent's or Lenders' indemnification of such Collecting Bank against damages incurred by the Collecting Bank in the operation of any Blocked Account.

Collection of Accounts and Payments. Within ninety (90) days after Prior to December 19, 1997, the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts), Borrower shall establish blocked lock box accounts (collectively, the "BLOCKED ACCOUNTSBlocked Accounts") in the Borrower's name with all such banks at which it maintains deposit accounts as are acceptable to the Agent ("COLLECTING BANKSCollecting Banks") and enter into blocked account agreements among the Borrower, the Agent and each Collecting Bank (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) in which the "Blocked Account Agreements"). All Account Debtors shall directly remit all payments on Accounts into a Blocked Account and the Borrower will immediately deposit all cashcash payments made for Inventory or other cash payments constituting proceeds of Collateral into a Blocked Account in the identical form in which such payment was made, whether by cash or check. On or prior to the Effective Date, the Borrower shall notify in writing each of the existing Account Debtors of the name and address of the Blocked Account to which each such Account Debtor shall be directed to remit all payments on its Accounts. In addition, the Agent shall, on or prior to the Effective Date, establish a depository account at each Collecting Bank or at a centrally located bank (the "Depository Account"). Each Blocked Account Agreement shall provide, among other things, that (i) all items of payment deposited in each Blocked Account are held by such Collecting Bank as agent and bailee-in-possession for the Agent, (ii) the Collecting Bank has no rights of setoff or recoupment or any other claim against such Blocked Account, other than for payment of its service fees or other charges directly related to the administration of such Blocked Account and for returned checks or other items of payment, (iii) unless and until the Agent shall have given such Collecting Bank a Redirection Notice (as such term is defined below), such Collecting Bank agrees to forward all amounts received in such Blocked Account to such accounts or for such uses as the Borrower may from time to time instruct, and (iv) at all times following delivery of notice by the Agent to such Collecting Bank to do so (a "Redirection Notice"), such Collecting Bank agrees to immediately forward all amounts received in such Blocked Account to the Depository Account through daily sweeps from the Blocked Account into the Depository Account in accordance with the terms of the applicable Blocked Account Agreement. The Agent shall not be entitled to deliver a Redirection Notice to any Collecting Banks shall acknowledge and agree, in Bank until the occurrence of a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property Default or an Event of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's AccountDefault. The Borrower hereby agrees that all payments received by the Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Agent, for the benefit of the Lenders, to be applied in accordance with the provisions of this Agreement. The Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to that, upon receipt of a Redirection Notice, each Collecting Bank shall promptly transfer all payments or deposits, at the request of Agent, deposits to the Blocked Accounts into Agent's Account; provided, however, that Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts to the Agent's Depository Account unless and until: (a) one or more Revolving Advances is outstanding hereunder, and (b) in accordance with the sum terms of (i) Borrower's cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000applicable Blocked Account Agreement. The Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with the Borrower, shall, acting as trustee for the Agent, receive, as the sole and exclusive property of the Agent, for the benefit of the Lenders, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of the Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with the Borrower, and immediately upon receipt thereof, the Borrower or such Persons shall remit the same or cause the same to be deposited, in kind, into a Blocked Account or, at the direction of the Agent, shall remit the same, or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its the Agent's address set forth in subsection 10.4 belowSUBSECTION 10.13.

Collection of Accounts and Payments. Within ninety (90i) days after the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts), Borrower shall Each Grantor will establish blocked or maintain deposit accounts (collectively, "BLOCKED ACCOUNTSControlled Accounts") in Borrowersuch Grantor's name with all such banks at which it maintains deposit accounts ("COLLECTING BANKS") (subject to irrevocable instructions as are reasonably acceptable to the Collateral Agent as hereinafter set forth) to which each Grantor will deposit all payments on Accounts of such Grantor and in which Borrower such Grantor will immediately deposit all cash. The Collecting Banks shall acknowledge and agree, payments constituting proceeds of Collateral or advances under the Loan Agreement in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of setoff against the Blocked Accounts and that all identical form in which such payments received will be promptly transferred to Agent's Account. Borrower hereby agrees that all payments received by Agentpayment was made, whether by cash, cash or check, wire transfer subject further to provisions of account control agreements in form and substance reasonably acceptable to the Collateral Agent. (ii) Each Grantor shall continue to collect, at its own expense, all amounts due or any other instrument, made to become due to such Blocked Accounts or otherwise received by Agent will be Grantor under the sole Accounts. In connection with such collections, each Grantor may take (and, upon the occurrence and exclusive property during the continuance of Agent, for the benefit an Event of Lenders, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, Default at the request of Agent, to the Blocked Accounts into Collateral Agent's Accountdirection, shall take) such action as such Grantor or Collateral Agent may deem necessary or advisable to enforce collection of amounts due or to become due under the Accounts; provided, however, that Collateral Agent shall not direct have the Collecting Banks right at any time, upon the occurrence and during the continuation of an Event of Default and upon written notice to transfer payments from the Blocked Accounts such Grantor of its intention to the Agent's Account unless and until: (a) one or more Revolving Advances is outstanding hereunderdo so, and (b) the sum of to (i) Borrower's cash on hand in immediately available fundsnotify the account debtors or obligors under any Accounts of the assignment of such Accounts to Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral Agent, (ii) Borrower's Cash Equivalentsnotify each Person maintaining a lockbox or similar arrangement to which account debtors or obligors under any Accounts have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to Collateral Agent, (iii) enforce collection of any such Accounts at the expense of Grantors, and (iiiiv) Unused Availability isadjust, at settle or compromise the time such direction is given, less than $15,000,000. Borrower, and any of its Affiliates, employees, agents amount or other Persons acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt payment thereof, Borrower or such Persons shall remit in the same or cause manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice from Collateral Agent referred to be remitted, in kind, the proviso to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 below.preceding sentence

Collection of Accounts and Payments. Within ninety (90) days after the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts), Borrower shall establish lockboxes and blocked accounts (collectively, "BLOCKED ACCOUNTS"'Blocked Accounts') in Borrower's name with all such banks at which it maintains deposit accounts ("COLLECTING BANKS"'Collecting Banks') as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all cashpayments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for its benefit and for the benefit of Lenders, and that the Collecting Banks have no right of to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's AccountAccount subject to the payment of the collecting Banks' fees, chargebacks and other customary exceptions, to the extent, if any, provided for in the documentation establishing the Blocked Accounts. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of itself and Lenders, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits to the Blocked Accounts into Agent's Account; provided, however, that Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts to the Agent's Account unless and until: (a) one or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) Borrower's cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000. If Borrower, and or any of if its Affiliates, employees, agents or other Persons Person acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments which come into the possession relating to and/or proceeds of Accounts or under the control of other Collateral, Borrower or any of Borrower's Affiliatessuch Person shall hold such instrument or funds in trust for Agent, employeesand, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 10.3 below. Notwithstanding anything set forth above, effective as of September 15, 2003, Agent shall notify each Collecting Bank to transfer all payments or deposits made to the Blocked Account to Borrower's account as set forth in such notice; provided, however, if at any time thereafter Borrower's Availability is less than $5,000,000.00 or if a Default or an Event of Default occurs, Agent shall have the right to notify each Collecting Bank to revert back to the prior procedure set forth in this Section 4.25 and to have such funds transferred to the Agent's Account. Borrower may amend any one or more of the Schedules referred in this Section 4 (subject to prior notice to Agent, as applicable) and any representation, warranty, or covenant contained herein which refers to any such Schedule shall from and after the date of any such amendment refer to such Schedule as so amended; provided however, that in no event shall the amendment of any such Schedule constitute a waiver by Agent and Lenders of any Default or Event of Default that exists notwithstanding the amendment of such Schedule."

Collection of Accounts and Payments. Within ninety Pursuant to a special deposit agreement (90) days after the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts"SPECIAL DEPOSIT AGREEMENT"), each Borrower shall shall, on or prior to the date hereof, establish lock box or blocked accounts (collectively, "BLOCKED ACCOUNTS") in the Borrower's name with all such banks at which it maintains deposit accounts as are acceptable to the Agent ("COLLECTING BANKS") (), subject to irrevocable instructions acceptable instructions, to Agent as hereinafter set forth) which all Account Debtors shall directly remit all payments on Accounts and in which each Borrower will immediately deposit all cashcash payments made for Inventory or services or other cash payments made by the Account Debtor constituting proceeds of Collateral in the identical form in which such payments were made, whether by cash or check. The In addition, the Agent may establish or designate one or more depository accounts at each Collecting Banks shall acknowledge Bank or at a centrally located bank (collectively, the "DEPOSITORY ACCOUNT"). From and agreeafter receipt by any Collecting Bank of written notice from the Agent to such Collecting Bank in accordance with the terms of the Special Deposit Agreement (which notice may only be delivered by the Agent upon the occurrence and continuance of an Event of Default or in the event that the Agent's ability to verify, review, analyze or otherwise monitor the performance of any Borrower with respect to its Obligations hereunder or under any other Financing Agreement, or any Collateral securing such Obligations, in a manner satisfactory to accordance with the Agent's usual and customary practices, that has been impaired in any manner), all payments made to amounts held or deposited in the Blocked Accounts are held by such Collecting Bank shall be transferred to the sole and exclusive property of AgentDepository Account; PROVIDED that, for the benefit of Lenders, and that prior to the Collecting Banks have no right Bank's receipt of setoff against the Blocked Accounts and that all such payments received will notice, such amounts shall be promptly automatically transferred to Agentthe Borrower's Accountoperating account for unrestricted use by the Borrower. Subject to the foregoing, upon the issuance of such notice, the Borrower hereby agrees that all payments received by Agentthe Agent or the Collecting Bank, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Agent or the Collecting Bank and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of Lenders, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, Agent (to the Blocked Accounts into Agent's Account; provided, however, that Agent shall not direct extent of the Collecting Banks to transfer payments from the Blocked Accounts to the Agent's Account unless and until: (a) one or more Revolving Advances is outstanding Obligations hereunder, and (b) the sum of (i) Borrower's cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000). Borrower, and any of its AffiliatesThe Loan Parties, employees, agents or other Persons acting for or in concert with Borrower, the Agent shall, acting as trustee for Agent, the Agent receive, as the sole and exclusive property of Agentthe Agent (to the extent of the Obligations hereunder), any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with such Borrower, and immediately upon receipt thereof, such Borrower or such Persons Person shall remit deposit the same or cause the same to be remitteddeposited, in kind, in a Blocked Account. -55- 61 Within thirty (30) days after the date hereof to the extent not already making payments to Blocked Accounts, each Borrower shall give each of its Account Debtors written notice, in form and substance reasonably satisfactory to the Agent, directing such Account Debtors to remit all payments on Accounts to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 belowAccounts.

Collection of Accounts and Payments. Within ninety (90i) days after the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts), Borrower Each Borrowing Subsidiary shall establish blocked accounts (collectively, "BLOCKED ACCOUNTS") in Borrower's name with all banks at which it maintains deposit accounts ("COLLECTING BANKS") (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) in which Borrower will immediately deposit all cash. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of setoff against the maintain one or more Blocked Accounts and that all such payments received will be promptly transferred to Agent's Account. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent will be the sole and exclusive property of Agent, for the benefit of Lenders, to be applied in accordance with the provisions of this Agreement. Borrower Borrowing Subsidiary shall, pursuant to a blocked account agreement substantially promptly upon receipt thereof, immediately deposit in the form of Exhibit F attached heretoits respective Blocked Accounts, irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, to the Blocked Accounts into Agent's Account; provided, however, that Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts to the Agent's Account unless and until: (a) one or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) Borrower's cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000. Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any funds received by it and including, without limitation, all proceeds of Collateral, Net Cash Proceeds and other payments which come into cash proceeds of operations whether arising in the possession ordinary course of business or under otherwise. In the control of Borrower event the Company or any Pledgor has cash and Cash Equivalents in excess of Borrower$5,000,000 for more than 10 Business Days (or such longer period as shall be agreed to by the Agent), the Company or such Pledgor, as the case may be, shall deposit such cash in and hold such Cash Equivalents through a Blocked Account and the Company or such Pledgor shall have access to the funds on deposit in such Blocked Account at any time prior to the receipt by the applicable Blocked Account Bank and the Company of notice from the Agent that an Event of Default or Potential Event of Default has occurred and is continuing; provided, however, that, in the event that the Company or such Pledgor, as the case may be, enters into a Contractual Obligation any amount of the payment of which will be made with any such cash or Cash Equivalents (such amount being a "Committed Amount"), the Company or such Pledgor, as the case may be, shall (1) forthwith withdraw such Committed Amount from such Blocked Account and deposit the same into an account that is not a Blocked Account and (2) simultaneously notify the Agent and each Lender in writing of (x) the Committed Amount and (y) the Contractual Obligation that will be paid with such Committed Amount). (ii) Funds on deposit in a Blocked Account of a Borrowing Subsidiary on each Business Day shall be wire-transferred to the Concentration Account in accordance with the Collection Account Agreements and shall be applied to such Borrowing Subsidiary's AffiliatesObligations to the extent and at the times provided in Sections 2.06 and 2.07 (a) The Agent shall use its best efforts to invest all funds, employeesif any, agents on deposit in the Concentration Account at 3:00 p.m. on any Business Day which are not applied to the Obligations on such Business Day pursuant to Section 2.06 or 2.07(a), in an overnight investment at the best rate of return available for such investment for the benefit of such Borrowing Subsidiary at the time such investment is made. Each Borrowing Subsidiary hereby grants to the Agent a security interest for the benefit of the Agent, the Lenders and the Issuing Bank in the Concentration Account and all funds from time to time deposited in the Concentration Account as security for the Obligations. All interest or other Persons acting income on such funds resulting from overnight investments shall be held in the Concentration Account as additional cash collateral constituting additional security for the Obligations. (iii) Each Borrowing Subsidiary agrees to pay to the Agent any and all reasonable fees, costs and expenses which the Agent incurs in connection with opening and maintaining the Blocked Accounts, lock box or other similar payment collection mechanism for such Borrowing Subsidiary and depositing for collection any check or item of payment received by and/or delivered to the Collecting Banks, the Agent on account of the Obligations of such Borrowing Subsidiary. Each Borrowing Subsidiary agrees to reimburse the Agent for any amounts paid to any Collecting Bank arising out of any required indemnification by the Agent of such Collecting Bank against damages incurred by the Collecting Bank in concert with Borrowerthe operation of a Blocked Account. The Company shall, and immediately upon receipt thereofshall cause each Pledgor to, Borrower or such Persons shall remit pay the same or cause Agent any and all reasonable fees, costs and expenses which the same to be remitted, Agent incurs in kind, to connection with opening and maintaining the Blocked Accounts or to Agent at its address set forth in subsection 10.4 belowfor the Company and such Pledgor.

Collection of Accounts and Payments. Within ninety (90) days after the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts), Borrower shall establish lock box accounts ("Lock Box Accounts") in, and blocked accounts (collectively, the "BLOCKED ACCOUNTSBlocked Accounts") in Borrower's name with all with, Bank One or such banks at which it maintains deposit accounts ("COLLECTING BANKS") (subject to irrevocable instructions as are acceptable to Agent as hereinafter set forth(collectively, the "Collecting Banks") to which all Account Debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all cashcash and other payments made for Inventory and other payments constituting proceeds of its Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of to setoff against the Blocked Accounts Blocked (i) when collected, for collection of checks and that other instruments (including automatic clearing house electronic funds transfers and depository transfer checks) received by Agent at its offices in Chicago, Illinois, Agent will credit (conditional upon final collection) all such payments received will be promptly transferred to AgentBorrower's Account. Borrower hereby agrees that Loan Account and (ii) all cash payments received by AgentAgent at its offices in Chicago, whether Illinois, including, without limitation, payments made by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise of immediately available funds received by Agent in time for posting to the account of Agent on the date received, will be credited to Borrower's Loan Account immediately upon receipt. Application on account of the sole Liabilities constituting the Term Loan or the Revolving Loan shall be made by Agent (i) first to all Floating Rate Advances and exclusive property of Agent, for the benefit of Lenders, (ii) only when no Floating Rate Advances are outstanding to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, to the Blocked Accounts into Agent's AccountEurodollar Advances; provided, however, that in lieu of applying amounts to Eurodollar Advances, Agent shall not direct may in its discretion release the Collecting Banks to transfer payments from the Blocked Accounts to the Agent's Account unless and until: (a) one or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) available balances in Borrower's Blocked Account to Borrower or if deemed necessary by Agent retain such balances as cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, collateral for the Liabilities. Borrower and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000. Borrower, and any all of its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with Borrower, Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments payment relating to and/or proceeds of Borrower's Accounts or the other Collateral which come into the possession or under the control of Borrower or any of Borrower's its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with Borrower, Borrower and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent's address set forth below. Borrower agrees to pay to Agent any and all reasonable fees, costs and expenses which Agent incurs in connection with opening and maintaining Borrower's Lock Box Accounts and Blocked Accounts and depositing for collection by Agent any check or item of payment received and/or delivered to any Collecting Bank or Agent, respectively, on account of the Liabilities and Borrower further agrees to reimburse Agent for (i) any claims asserted by the Collecting Banks in connection with Borrower's Lock Box Accounts and Blocked Accounts or any returned or uncollected checks received by the Collecting Banks and (ii) any amounts paid to Agent at its address set forth any Collecting Bank arising out of Agent's indemnification of such Collecting Bank against damages incurred by the Collecting Bank in subsection 10.4 belowthe operation of Borrower's Lock Box Accounts and Blocked Accounts.

Collection of Accounts and Payments. Within ninety (90) days after the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts), Borrower shall establish lockboxes and blocked accounts (collectively, "BLOCKED ACCOUNTS"‘Blocked Accounts’) in Borrower's ’s name with all such banks at which it maintains deposit accounts ("COLLECTING BANKS"‘Collecting Banks’) as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all cashpayments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for its benefit and for the benefit of Lenders, and that the Collecting Banks have no right of to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's Account’s Account subject to the payment of the collecting Banks’ fees, chargebacks and other customary exceptions, to the extent, if any, provided for in the documentation establishing the Blocked Accounts. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of itself and Lenders, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits to the Blocked Accounts into Agent's ’s Account; provided, however, that Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts to the Agent's Account unless and until: (a) one or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) Borrower's cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000. If Borrower, and or any of if its Affiliates, employees, agents or other Persons Person acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments which come into the possession relating to and/or proceeds of Accounts or under the control of other Collateral, Borrower or any of Borrower's Affiliatessuch Person shall hold such instrument or funds in trust for Agent, employeesand, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 10.3 below. Notwithstanding anything set forth above, effective as of September 15, 2003, Agent shall notify each Collecting Bank to transfer all payments or deposits made to the Blocked Account to Borrower’s account as set forth in such notice; provided, however, if at any time thereafter Borrower’s Availability is less than $5,000,000.00 or if a Default or an Event of Default occurs, Agent shall have the right to notify each Collecting Bank to revert back to the prior procedure set forth in this Section 4.25 and to have such funds transferred to the Agent’s Account. Borrower may amend any one or more of the Schedules referred in this Section 4 (subject to prior notice to Agent, as applicable) and any representation, warranty, or covenant contained herein which refers to any such Schedule shall from and after the date of any such amendment refer to such Schedule as so amended; provided however, that in no event shall the amendment of any such Schedule constitute a waiver by Agent and Lenders of any Default or Event of Default that exists notwithstanding the amendment of such Schedule.”

Collection of Accounts and Payments. Within ninety (90) days after the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts), Borrower shall establish ----------------------------------- lockboxes and blocked accounts (collectively, "BLOCKED ACCOUNTSBlocked Accounts") in Borrower's name with all such banks at which it maintains deposit accounts ("COLLECTING BANKSCollecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Borrower will immediately deposit all cashpayments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for its benefit and for the benefit of Lenders, and that the Collecting Banks have no right of to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's AccountAccount subject to the payment of the collecting Banks' fees, chargebacks and other customary exceptions, to the extent, if any, provided for in the documentation establishing the Blocked Accounts. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of itself and Lenders, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits to the Blocked Accounts into Agent's Account; provided, however, that Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts to the Agent's Account unless and until: (a) one or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) Borrower's cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000. If Borrower, and or any of if its Affiliates, employees, agents or other Persons Person acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments which come into the possession relating to and/or proceeds of Accounts or under the control of other Collateral, Borrower or any of Borrower's Affiliatessuch Person shall hold such instrument or funds in trust for Agent, employeesand, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 ---------- 10.3 below. ---- Borrower may amend any one or more of the Schedules referred in this Section 4 (subject to prior notice to Agent, as applicable) and any --------- representation, warranty, or covenant contained herein which refers to any such Schedule shall from and after the date of any such amendment refer to such Schedule as so amended; provided however, that in no event shall the amendment -------- ------- of any such Schedule constitute a waiver by Agent and Lenders of any Default or Event of Default that exists notwithstanding the amendment of such Schedule.

Collection of Accounts and Payments. Within ninety (90) days after Upon the Closing Date (and request of the ----------------------------------- Agent from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts), Borrower shall establish blocked accounts (collectively, the "BLOCKED ACCOUNTSBlocked ------- Accounts") in the Borrower's name with all banks at which it maintains deposit accounts ("COLLECTING BANKS") (subject to irrevocable instructions a financial institution or institutions -------- reasonably acceptable to Agent as hereinafter set forth) in the Agent, to which the Borrower will immediately deposit all cashpayments made with respect to Accounts or for Inventory or services provided by the Borrower in the identical form in which such payment was made, whether by cash or check. The Collecting Banks Each financial institution with which a Blocked Account is established shall acknowledge and agree, in a manner satisfactory to the Agent, that all payments made to the amounts on deposit in such Blocked Accounts Account are the sole and exclusive property of the Agent, for the benefit account of the Lenders, that such financial institution has no right to setoff (except for NSF or "stop payment" checks or other returned items) against the Blocked Account, and that such financial institution will wire, or otherwise transfer in immediately available funds in a manner satisfactory to the Collecting Banks have no right of setoff against Agent, funds deposited in the Blocked Accounts and that all Account on a daily basis as such payments received will be promptly transferred to Agent's Accountfunds are collected. The Borrower hereby agrees that all payments received by the Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked in respect of the Accounts or otherwise received by Agent as proceeds of other Collateral or otherwise, will be applied on account of the sole and exclusive property of Agent, for the benefit of Lenders, to be applied in accordance with the provisions of this AgreementLiabilities upon final collection. The Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, to the Blocked Accounts into Agent's Account; provided, however, that Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts to the Agent's Account unless and until: (a) one or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) Borrower's cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000. Borrower, and any of its Affiliates, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with Borrower, the Borrower shall, acting as trustee for the Agent, receive, as the sole and exclusive property of Agent, receive any monies, checks, notes, drafts or any other payments payment relating to and/or proceeds of Accounts, Inventory or other Collateral which come into the possession or under the control of the Borrower or any of Borrower's Affiliates, shareholders, directors, officers, employees, agents or other those Persons acting for or in concert with the Borrower, and immediately upon receipt thereof, Borrower or such Persons thereof shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or as set forth below. Upon the occurrence and during the continuation of a Default or an Event of Default, the Borrower shall upon the direction of the Agent direct all of the Borrower's Account Debtors to direct payments of Accounts to post office boxes maintained by a financial institution selected by the Agent (the "Collecting ---------- Banks") pursuant to an agreement satisfactory to the Agent. The Collecting Banks ----- will agree that all payments made to such post office boxes shall be deposited to the Blocked Accounts in a manner satisfactory to the Agent. The Collecting Banks will also agree that the amounts deposited in the post office boxes are the sole and exclusive property of the Agent, for the benefit of the Lenders, and that such Collecting Banks have no right to setoff against such amounts. The Borrower agrees to pay to the Agent any and all fees, costs and expenses which the Agent incurs in connection with opening and maintaining the post office boxes maintained by the Collecting Banks and the Blocked Accounts and depositing for collection by the Agent any check or item of payment received and/or delivered to the Agent on account of the Liabilities. At the direction of the Agent given at any time in the discretion of the Agent, the Borrower will cause all payments made with respect to Accounts or for Inventory to be remitted directly to accounts held in the name of the Agent at its address set forth in subsection 10.4 belowBank of America, National Association.

Collection of Accounts and Payments. Within ninety (90) days after the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts), Borrower shall establish blocked accounts a lockbox (collectively, the "BLOCKED ACCOUNTSBlocked Account") in Borrower's name with all banks at which it maintains deposit accounts such bank ("COLLECTING BANKSCollecting Bank") as is acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which (i) all lessees of Leased Engines shall directly remit all payments due under any Engine Lease for a Leased Engine, (ii) all account debtors shall directly remit all payments on Accounts; (iii) all proceeds of Inventory; and (iv) all other payments constituting proceeds of Collateral including, but not limited to, the sale of any Engine, shall be directly remitted in the identical form in which Borrower will immediately deposit all cashsuch payment was made, whether by cash or check. The Collecting Banks Bank shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are Account is the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have Bank has no right of setoff against the Blocked Accounts Account and that all such payments received will be promptly transferred to Agent's Account. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts Account or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of Lenders, which shall be utilized for payment of any and all amounts due and payable pursuant to be applied in accordance with the provisions of this Agreement, with all remaining sums paid to Borrower. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, deposits to the Blocked Accounts Account into Agent's Account; provided, however, that Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts to the Agent's Account unless and until: (a) one or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) Borrower's cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000. Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts Account or to Agent at its address set forth in subsection 10.4 belowbelow to be applied to Borrower's Obligations, with any remaining sums returned to Borrower.

Collection of Accounts and Payments. Within ninety (90) days after the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts), Borrower Loan Parties shall establish lockboxes and blocked accounts (collectively, "BLOCKED ACCOUNTS"“Blocked Accounts”) in Borrower's the name of such Loan Party with all such banks at which it maintains deposit accounts ("COLLECTING BANKS"“Collecting Banks”) as are reasonably acceptable to Agent (subject to irrevocable instructions reasonably acceptable to Agent as hereinafter set forth) to which all Account Debtors or other payment obligors shall directly remit all payments on such Loan Party’s Accounts and in which Borrower each Collecting Bank or Loan Party will immediately deposit all cashsuch payments constituting proceeds of Collateral received by such Loan Party in the identical form in which such payment was made, whether by cash or check (excluding proceeds deposited in local accounts in connection with retail and Rocky Retail shoe center locations to the extent permitted under Section 6.1(K)). The Each Collecting Banks Bank shall acknowledge and agree, in a manner reasonably satisfactory to Agent, and with the written consent of the respective Loan Party, to an agreement (each such agreement, a “Blocked Account Agreement”) which provides, to the extent required by Agent in each instance, that (a) all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for its benefit and for the benefit of Lenders, (b) except with respect to making account adjustments related only to the Blocked Accounts, charging fees and that expenses associated with this Blocked Accounts and returned unpaid deposit items associated with the Blocked Accounts, the Collecting Banks have no right of to setoff against the Blocked Accounts, (c) the Collecting Banks will not take any Lien in the Blocked Accounts, (d) the Collecting Banks will comply with instructions originated by Agent directing disposition of the funds in the Blocked Accounts without the further consent of any Loan Party and that (e) all such payments received will be promptly transferred to Agent's ’s Account. Borrower Each Loan Party hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise, after delivery of a notice of exclusive control, will be under the sole dominion and exclusive property control of Agent, for the benefit of itself and Lenders, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, Each Loan Party shall irrevocably instruct each Collecting Bank to to, after delivery of a notice of exclusive control, promptly transfer all payments or deposits, at the request of Agent, deposits to the Blocked Accounts into Agent's Account; provided, however, that Agent shall not direct the Collecting Banks ’s Account to transfer payments from the Blocked Accounts be applied to the Agent's Account unless and until: (a) one Obligations in accordance with the terms of this Agreement. Other than as set forth above, if any Loan Party, or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) Borrower's cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000. Borrower, and any of its Affiliates, employees, agents or any other Persons acting for or in concert with Borrowerany Loan Party, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, shall receive any monies, checks, notes, drafts or any other payments which come into the possession or under the control relating to and/or proceeds of Borrower or any of Borrower's Affiliates, employees, agents such Loan Party’s Accounts or other Persons acting Collateral, the respective Loan Party or such Person shall hold such instrument or funds in trust for or in concert with BorrowerAgent, and shall, immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 Section 10.3 below.