Common use of Collection of Accounts and Payments Clause in Contracts

Collection of Accounts and Payments. (a) Borrower will immediately deposit any and all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check in those depository accounts set forth on Exhibit L and identified thereon as Remote Depository Accounts. Borrower shall direct all Account Debtors (other than lay-away customers and customers participating in the fost▇▇ ▇▇▇ent voucher or similar programs) to remit all payments to one of the Remote Depository Accounts or the Special Deposit Account. Borrower shall grant to Lender a security interest in such Remote Depository Accounts, pursuant to the terms of a Remote Depository Account Agreement, in form and substance reasonably acceptable to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a deposit account (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANK"). Borrower shall grant to Lender a security interest in such Special Deposit Account pursuant to the terms of a Special Deposit Agreement pursuant to which all deposits will be wire transferred to Lender on a daily basis. Depository Bank shall acknowledge, in a manner satisfactory to Lender, that: (i) all payments made to such Special Deposit Account are the sole property of Lender; (ii) Borrower has no right to retain, receive or direct funds deposited therein, (iii) Depository Bank has no right of setoff against the funds in such Special Deposit Account; and (iv) Depository Bank will wire, or otherwise transfer, in a manner satisfactory to Lender, funds deposited in such Special Deposit Account to Lender on a daily basis as soon as such funds are collected. (b) Lender will credit (conditional upon final collection) all payments received from the Special Deposit Account to the Loan Account. Borrower and any Affiliates, shareholder, directors, officers, employees, or agents of Borrower and all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender pursuant to the Special Deposit Agreement or directly to Lender, at Lender's address set forth above. (c) Borrower agrees to pay to Lender any and all Costs which Lender incurs in connection with the Special Deposit Account and depositing for collection by Lender any check or item of payment received or delivered to Depository Bank or

Collection of Accounts and Payments. Upon the occurrence of an Event of Default and at any time while an uncured or non-waived Event of Default exists, if requested by Lender, Borrower shall establish such lock boxes and depository accounts (a"BLOCKED ACCOUNTS") in Borrower's name with such banks as are acceptable to Lender (subject to Bank Agency Agreements and to irrevocable instructions acceptable to Lender as hereinafter set forth) to which all account debtors shall directly remit all payments on accounts and in which Borrower will 44 45 immediately deposit any and all remittances and proceeds cash payments made for inventory or other cash payments constituting Proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check in those depository accounts set forth on Exhibit L and identified thereon as Remote Depository Accountscheck. Borrower shall direct hereby agrees that all Account Debtors (other than lay-away customers and customers participating immediately available funds received in the fost▇▇ ▇▇▇ent voucher or similar programs) to remit all payments to one Blocked Accounts shall on the Business Day of the Remote Depository Accounts or the Special Deposit Account. Borrower shall grant to Lender a security interest in such Remote Depository Accounts, pursuant to the terms of a Remote Depository Account Agreement, in form and substance reasonably acceptable receipt be forwarded to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a deposit account (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANK"). Borrower shall grant to Lender a security interest in such Special Deposit Account pursuant to the terms of a Special Deposit Agreement pursuant to which all deposits will be wire transferred to Lender on a daily basis. Depository Bank shall acknowledge, in a manner satisfactory to All payments received by Lender, that: (i) all payments whether by cash, check, wire transfer or any other instrument, made to such Special Deposit Account are Blocked Accounts or otherwise received by Lender and whether on the accounts or as Proceeds of other Collateral or otherwise will be the sole and exclusive property of Lender; (ii) Borrower has no right to retain. Lender may settle, receive compromise, extend or direct funds deposited therein, (iii) Depository Bank has no right renew the indebtedness of setoff against the funds in such Special Deposit Account; and (iv) Depository Bank will wire, or otherwise transfer, in a manner satisfactory to Lender, funds deposited in such Special Deposit Account to Lender on a daily basis as soon as such funds are collected. (b) Lender will credit (conditional upon final collection) all payments received from the Special Deposit Account to the Loan Accountaccount debtors. Borrower hereby constitutes and appoints Lender and all Persons designated by Lender for that purpose as the Borrower's true and lawful attorney-in-fact, with power to endorse Borrower's name to any of the items of payment or Proceeds described in this SECTION 11.5, and all Proceeds of Collateral that come into Lender's possession or under Lender's control. Both the appointment of Lender as Borrower's attorney and Lender's rights and powers are coupled with an interest and are irrevocable until payment in full and complete performance of all of the Obligations. Borrower, and any of its Affiliates, shareholder, directors, officers, employees, agents or agents of Borrower and all other Persons acting for or in concert with Borrower Borrower, shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds and/or Proceeds of Accounts accounts or other Collateral which come into their the possession or under their 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 Lender pursuant to the Special Deposit Agreement or directly to Lender, at Lender's its address set forth abovein SECTION 12.14 below. (c) Borrower agrees to pay to Lender any and all Costs which Lender incurs in connection with the Special Deposit Account and depositing for collection by Lender any check or item of payment received or delivered to Depository Bank or

Collection of Accounts and Payments. Borrower shall establish: (ai) a lock box account (the "Lock Box Account") in Lender's name with ▇▇▇▇▇▇ Trust and Savings Bank and (ii) a special deposit account (the "Special Deposit Account") in Lender's name with a depository bank reasonably satisfactory to Lender (collectively, the "Depository Banks") into which Borrower and/or Borrower's Account Debtors will immediately deposit any and all remittances and proceeds of the Collateral in the identical form in which such payment was made; provided, whether by cash or check in those depository accounts set forth on Exhibit L and identified thereon as Remote Depository Accounts. Borrower shall direct all Account Debtors (other than lay-away customers and customers participating however, if such remittance was made in the fost▇▇ ▇▇▇ent voucher or similar programs) to remit all payments to one form of cash, Borrower may deposit said remittance with the Remote Depository Accounts or Banks in the form of a check. Notwithstanding the foregoing, Borrower may only deposit into the Special Deposit Account wire transfers Borrower receives from foreign Account Debtors; all other deposits to be made into the Lock Box Account. Borrower Depository Banks shall grant to Lender a security interest in such Remote Depository Accounts, pursuant to the terms of a Remote Depository Account Agreement, in form acknowledge and substance reasonably acceptable to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a deposit account (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANK"). Borrower shall grant to Lender a security interest in such Special Deposit Account pursuant to the terms of a Special Deposit Agreement pursuant to which all deposits will be wire transferred to Lender on a daily basis. Depository Bank shall acknowledgeagree, in a manner satisfactory to Lender, that: (i) that all payments made to such the Lock Box Account and the Special Deposit Account are the sole and exclusive property of Lender; (ii) Borrower has , that Depository Banks have no right to retain, receive or direct funds deposited therein, (iii) Depository Bank has no right rights of setoff against the funds in such Special Deposit Account; the Lock Box Account and (iv) that Depository Bank Banks will wire, or otherwise transfer, transfer deposited funds in a manner satisfactory to Lender, funds deposited in such the Lock Box Account and in the Special Deposit Account to Lender on a daily basis as soon as such funds are collected. , all pursuant to the Lock Box Agreement in the form of Exhibit 1.53 attached hereto and the Special Deposit Agreement in the form of Exhibit 1.78 attached hereto. Borrower hereby agrees that all payments made to the Lock Box Account and the Special Deposit Account or otherwise received by Lender, whether on the Accounts or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Liabilities. After allowing two (b2) Business Days for collection after such funds are received by Lender, Lender will credit (conditional upon final collection) all payments received from through the Lock Box Account and the Special Deposit Account to the Revolving Loan Account. Borrower and any Affiliates, shareholdershareholders, directors, officers, employees, or agents of Borrower and all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender pursuant Lender, to the Lock Box Account or the Special Deposit Agreement Account or directly to Lender, at Lender's address set forth above. (c) in Section 13.10. Borrower agrees to pay to Lender any and all Costs fees, costs and expenses (if any) which Lender incurs in connection with opening and maintaining the Lock Box Account and the Special Deposit Account and depositing for collection by Lender any check or item of payment received or delivered to Depository Banks or Lender on account of the Liabilities and Borrower further agrees to reimburse Lender for any claims asserted by Depository Banks in connection with the Lock Box Account and the Special Deposit Account or any returned or uncollected checks received by Depository Bank orfor deposit in the Lock Box Account and the Special Deposit Account, except claims relating to or caused by the malfeasance, recklessness or negligence of Lender.

Collection of Accounts and Payments. Borrower has established a special account (athe "Special Deposit Account") in Borrower's name with NationsBank of Texas, N. A. ("Depository Bank") to which Borrower will immediately deposit any and all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check in those depository accounts set forth on Exhibit L and identified thereon as Remote Depository Accountscheck. Borrower shall direct all Account Debtors (other than lay-away customers and customers participating in the fost▇▇ ▇▇▇ent voucher or similar programs) to remit all payments to one of the Remote Depository Accounts or the Special Deposit Account. Borrower shall grant to Lender a security interest in such Remote Depository Accounts, pursuant to the terms of a Remote Depository Account Agreement, in form and substance reasonably acceptable to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a deposit account (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANK"). Borrower shall grant to Lender a security interest in such Special Deposit Account pursuant to the terms of a Special Deposit Agreement pursuant to which all deposits will be wire transferred to Lender on a daily basis. The Depository Bank shall acknowledgeacknowledge and agree, in a manner satisfactory to Lender, that: (i) that all payments made to such Special Deposit Account special account are the sole and exclusive property of Lender; (ii) Borrower has no right to retain, receive or direct funds deposited therein, (iii) that Depository Bank has no right of setoff against the funds in such Special Deposit Account; special and (iv) that Depository Bank will wire, or otherwise transfer, transfer immediately available funds in a manner satisfactory to Lender, funds deposited in such Special Deposit Account special account to Lender on a daily basis as soon as such funds are collected. (b) . Borrower hereby agrees that all payments made to such special account or otherwise received by Lender, whether on the Accounts or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Liabilities. Lender will credit (conditional upon final collection) all payments received from through the Special Deposit Account special account to the Revolving Loan AccountAccount on the Business Day that Lender is in receipt of good funds. Upon the occurrence and during the continuance of an Event of Default or Default, Borrower and any Affiliates, shareholdershareholders, directors, officers, employees, or agents of Borrower and all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender pursuant to the Special Deposit Agreement or directly to Lender, at Lender's address set forth above. (c) in Section 13.11 or deposit such items in the special account at the Depository Bank. Borrower agrees to pay to Lender any and all Costs fees, costs and expenses (if any) which Lender incurs in connection with opening and maintaining the Special Deposit Account special account and depositing for collection by Lender any check or item of payment received or delivered to Depository Bank oror Lender on account of the Liabilities and Borrower further agrees to reimburse Lender for any claims asserted by Depository Bank in connection with its Special Deposit Account or any returned or uncollected checks received by Depository Bank for deposit in the Special Deposit Account.

Collection of Accounts and Payments. Borrowers shall establish a special account (a"Blocked Account") Borrower with Lender in Lender's name into which Borrowers will immediately deposit any and all cash or remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check check. In addition, Borrowers shall establish a special lock box ("Lock Box") in those depository accounts set forth on Exhibit L Lender's name with Lender and identified thereon as Remote Depository Accounts. Borrower Borrowers shall direct all Account Debtors (other than lay-away customers and customers participating in the fost▇▇ ▇▇▇ent voucher or similar programs) each of its account debtors to remit all make payments due to one of the Remote Depository Accounts or the Special Deposit Account. Borrower shall grant to Lender a security interest in such Remote Depository Accounts, pursuant Borrowers directly to the terms of a Remote Depository Account Agreement, in form and substance reasonably acceptable to LenderLock Box, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a deposit account (under the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as sole control of Lender shall reasonably approve (and maintained at the "DEPOSITORY BANK")expense of Borrowers. Each Borrower shall grant to Lender a security interest in such Special Deposit Account pursuant to the terms of a Special Deposit Agreement pursuant to which all deposits will be wire transferred to Lender on a daily basis. Depository Bank shall acknowledge, in a manner satisfactory to Lender, that: (i) hereby agrees that all payments made to such Special Deposit Blocked Account are or Lock Box or otherwise received or held by Lender in such accounts, operating accounts or otherwise, whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Lender; (ii) Borrower has no right Lender and will be applied on account of the Revolving Loans prior to retainDefault, receive and to the Liabilities after Default until the termination of this Agreement and the satisfaction in full of the Liabilities at which time such Blocked Account, Lock Box and any payments made thereto shall become the sole Property of Borrowers. Notwithstanding the preceding paragraph or direct funds deposited thereinany other provision of this Agreement, (iii) Depository Bank has no right Borrowers shall not be required to deposit any payments or remittances received by Borrowers whether in the form of setoff against cash or checks with respect to any Environmental Insurance Claim in the funds Blocked Account or Lock Box. Borrowers may deposit any payments or remittances received by them with respect to any Environmental Insurance Claim in such Special Deposit Account; and (ivaccount(s) Depository Bank will wire, or otherwise transfer, in a manner satisfactory as the Person(s) to Lender, funds deposited in such Special Deposit Account to Lender on a daily basis as soon as whom such funds are collected. ultimately due may direct and Borrowers may establish a separate bank account (bnot under the control of Lender) in which they may deposit any payments or remittances received by them with respect to any Environmental Insurance Claim until such time as Borrowers shall forward such payments to the Person(s) to whom such funds are ultimately due. For purposes of calculating interest, Lender will credit (conditional upon final collection) all payments, other than wire transfers, received by Lender through the Blocked Account to Borrowers' Loan Account two (2) Business Days after the date of receipt by Lender (for purposes of determining availability and for the purpose of determining the occurrence of a Default), all payments shall be credited on the date of receipt by Lender. Wire transfer payments received from before 1:00 p.m. (Chicago time) shall be credited the Special Deposit Account to the Loan Accountsame day. Each Borrower and any Affiliates, shareholderSubsidiaries, shareholders, directors, officers, employees, agents or agents of Borrower and all those Persons acting for or in concert with such Borrower shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments payment relating to or and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, such Borrower shall remit the same or cause the same to be remitted, deposited in kind, to Lender pursuant to the Special Deposit Agreement or directly to Lender, at Lender's address set forth above. (c) such Blocked Account. Each Borrower agrees to pay to Lender any and all Costs fees, costs and expenses which Lender incurs in connection with opening, operating and maintaining the Special Deposit Account special account and depositing for collection by Lender any check or item of payment received or and/or delivered to Depository Bank orLender on account of the Liabilities.

Collection of Accounts and Payments. Each Borrower shall establish lock box accounts (a"Lock Box Accounts") and blocked accounts (the "Blocked Accounts") with Agent and with such banks as are reasonably acceptable to Agent (collectively, the "Collecting Banks") to which all Account Debtors shall directly remit all payments on Accounts and in which each Borrower will immediately deposit any all cash and all remittances other payments made for Inventory and other payments constituting proceeds of the Collateral in the identical form in which such payment was payments were made, whether by cash or check in those depository accounts set forth on Exhibit L check. The Collecting Banks shall acknowledge and identified thereon as Remote Depository Accounts. Borrower shall direct all Account Debtors (other than lay-away customers and customers participating in the fost▇▇ ▇▇▇ent voucher or similar programs) to remit all payments to one of the Remote Depository Accounts or the Special Deposit Account. Borrower shall grant to Lender a security interest in such Remote Depository Accounts, pursuant to the terms of a Remote Depository Account Agreement, in form and substance reasonably acceptable to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a deposit account (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANK"). Borrower shall grant to Lender a security interest in such Special Deposit Account pursuant to the terms of a Special Deposit Agreement pursuant to which all deposits will be wire transferred to Lender on a daily basis. Depository Bank shall acknowledge, agree in a manner satisfactory to Lender, that: (i) Agent that all payments made to such Special Deposit Account the Lock Box Accounts and the Blocked Accounts are the sole and exclusive property of Lender; (ii) Borrower has Agent, that the Collecting Banks have no right to retain, receive or direct funds deposited therein, (iii) Depository Bank has no right of setoff against the funds in such Special Deposit Account; Lock Box Accounts or Blocked Accounts and (iv) Depository Bank that the Collecting Banks will wire, wire or otherwise transfer, transfer immediately available funds in a manner satisfactory to LenderAgent, funds deposited in such Special Deposit Account into the Lock Box Accounts and Blocked Accounts to Lender Agent on a daily basis as soon as such funds are collected.. Each Borrower hereby agrees that all payments made to the Lock Box Accounts, Blocked Accounts or otherwise received by the Collecting Banks or Agent, whether on the Accounts or as proceeds of such Borrower's other Collateral or otherwise will be the sole and exclusive property of Agent and will be applied on account of such Borrower's Revolving Loans and the other Liabilities as follows: (bi) Lender 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 Chicago, Illinois, Agent will credit (conditional upon final collection) all such payments to such Borrower's Loan Account and (ii) all cash payments received from the Special Deposit Account 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 account of Agent on the date received, will be credited to such Borrower's Loan AccountAccount immediately upon receipt. Application on account of the Liabilities shall be made by Agent (i) first to all Base Rate Advances and (ii) only when no Base Rate Advances are outstanding to LIBOR Rate Advances. Each Borrower and any each of its Affiliates, shareholderSubsidiaries, shareholders, directors, officers, employees, agents 50 or agents of Borrower and all those Persons acting for or in concert with such Borrower shall, acting as trustee for LenderAgent, receive, as the sole and exclusive property of LenderAgent, any monies, checks, notes, drafts or any other payments payment relating to or and/or proceeds of such Borrower's Accounts or other Collateral which come into their the possession or under their the control of such Borrower or any of its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with such Borrower and immediately upon receipt thereof, such Borrower shall remit the same or cause the same to be remitted, in kind, to Lender pursuant to the Special Deposit Agreement or directly to LenderAgent, at LenderAgent's address set forth above. (c) below. Each Borrower agrees to pay to Lender Agent any and all Costs fees, costs and expenses which Lender Agent incurs in connection with the Special Deposit Account opening and maintaining such Borrower's Lock Box Accounts and Blocked Accounts and depositing for collection by Lender Agent any check or item of payment received or and/or delivered to Depository any Collecting Bank oror Agent, respectively, on account of the Liabilities and such Borrower further agrees to reimburse Agent for any claims asserted by the Collecting Banks in connection with such Borrower's Blocked Accounts and any amounts paid to any Collecting Bank arising out of Agent's indemnification of such Collecting Bank against damages incurred by such Person in the operation of any Blocked Account.

Collection of Accounts and Payments. Each Borrower shall establish lockboxes and blocked accounts (acollectively, "Blocked Accounts") in such Borrower's name with such banks ("Collecting Banks") as are acceptable to Lender (subject to irrevocable instructions acceptable to Lender as hereinafter set forth) to which all account debtors of such Borrower shall directly remit all payments on Accounts and in which such Borrower will immediately deposit any and all remittances and payments made for Inventory or other payments constituting proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check in those depository accounts set forth on Exhibit L check. The Collecting Banks shall acknowledge and identified thereon as Remote Depository Accounts. Borrower shall direct all Account Debtors (other than lay-away customers and customers participating in the fost▇▇ ▇▇▇ent voucher or similar programs) to remit all payments to one of the Remote Depository Accounts or the Special Deposit Account. Borrower shall grant to Lender a security interest in such Remote Depository Accounts, pursuant to the terms of a Remote Depository Account Agreement, in form and substance reasonably acceptable to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a deposit account (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANK"). Borrower shall grant to Lender a security interest in such Special Deposit Account pursuant to the terms of a Special Deposit Agreement pursuant to which all deposits will be wire transferred to Lender on a daily basis. Depository Bank shall acknowledgeagree, in a manner satisfactory to Lender, that: (i) that all payments made to such Special Deposit Account the Blocked Accounts are the sole and exclusive property of Lender; (ii) Borrower has no right to retain, receive or direct funds deposited therein, (iii) Depository Bank has and that the Collecting Banks have no right of setoff against the funds in Blocked Accounts and that all such Special Deposit Account; and (iv) Depository Bank payments received will wire, or otherwise transfer, in a manner satisfactory be promptly transferred to Lender, funds deposited in such Special Deposit Account to Lender on a daily basis as soon as such funds are collected. (b) Lender will credit (conditional upon final collection) 's Account. Borrowers hereby agree that all payments received from by Lender, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Lender and whether on the Special Deposit Account Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Lender. The applicable Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Loan Blocked Accounts into Lender's Account. Borrower Each Borrower, and any of its Affiliates, shareholder, directors, officers, employees, agents or agents of Borrower and all other Persons acting for or in concert with Borrower a Borrower, shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or and/or proceeds of Accounts or other Collateral which come into their the possession or under their the control of a Borrower or any of a Borrower's Affiliates, employees, agents or other Persons acting for or in concert with a Borrower, and immediately upon receipt thereof, Borrowers or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Lender pursuant to the Special Deposit Agreement or directly to Lender, at Lender's its address set forth abovein subsection 9.6 below. (c) Borrower agrees to pay to Lender any and all Costs which Lender incurs in connection with the Special Deposit Account and depositing for collection by Lender any check or item of payment received or delivered to Depository Bank or

Collection of Accounts and Payments. Debtor shall establish lockboxes and blocked accounts (acollectively, “Blocked Accounts”) Borrower in Debtor’s name with such banks (“Collecting Banks”) as are reasonably acceptable to Senior Agent (subject to irrevocable instructions acceptable to Senior Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts and in which Debtor will immediately deposit any and all remittances and payments it otherwise directly receives for Inventory or other payments constituting proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check in those depository accounts set forth on Exhibit L cheque. The Collecting Banks shall acknowledge and identified thereon as Remote Depository Accounts. Borrower shall direct all Account Debtors (other than lay-away customers and customers participating in the fost▇▇ ▇▇▇ent voucher or similar programs) to remit all payments to one of the Remote Depository Accounts or the Special Deposit Account. Borrower shall grant to Lender a security interest in such Remote Depository Accountsagree, pursuant to an agreement substantially in the terms form of a Remote Depository Account AgreementExhibit A and with such changes which shall be satisfactory to the Agents, in form and substance reasonably acceptable to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a deposit account (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANK"). Borrower shall grant to Lender a security interest in such Special Deposit Account pursuant payments made to the terms Blocked Accounts are the sole and exclusive property of a Special Deposit Agreement pursuant Senior Agent, on behalf of Agents, Senior Lenders, Subordinated Agent and Subordinated Creditors, and that the Collecting Banks have no right to which setoff against the Blocked Accounts and that all deposits such payments received will be wire promptly transferred to Lender on a daily basisthe Senior Agent’s Account. Depository Bank shall acknowledge, in a manner satisfactory to Lender, that: (i) Debtor hereby agrees that all payments made to such Special Deposit Account are Blocked Accounts or otherwise received by Senior Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Lender; (ii) Borrower has no right Senior Agent, on behalf of Agents, Senior Lenders, Subordinated Agent and Subordinated Creditors. Debtor shall irrevocably instruct each Collecting Bank to retain, receive or direct funds deposited therein, (iii) Depository Bank has no right of setoff against the funds in such Special Deposit Account; and (iv) Depository Bank will wire, or otherwise transfer, in a manner satisfactory to Lender, funds deposited in such Special Deposit Account to Lender on a daily basis as soon as such funds are collected. (b) Lender will credit (conditional upon final collection) promptly transfer all payments received from the Special Deposit Account or deposits to the Loan Blocked Accounts into the Senior Agent’s Account. Borrower and If Debtor, Loan Parties or any of their Affiliates, shareholder, directors, officers, employees, agents or agents of Borrower and all Persons other Person acting for or in concert with Borrower shallDebtor, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, shall receive any monies, checkscheques, notes, drafts or any other payments relating to or and/or proceeds of Accounts or other Collateral which come into their possession Collateral, Debtor or under their control such Person shall hold such instrument or funds in trust for Senior Agent, on behalf of Agents, Senior Lenders, Subordinated Agent and Subordinated Creditors, and, immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender pursuant the Blocked Accounts or to the Special Deposit Agreement or directly to Lender, Senior Agent at Lender's its address set forth abovein the Subordination Agreement. For the purpose of calculating interest on the Secured Obligations, all proceeds received in the Agent’s Account shall be credited to the Secured Obligations on the Business Day of Senior Agent’s receipt of immediately available federal funds. (c) Borrower agrees to pay to Lender any and all Costs which Lender incurs in connection with the Special Deposit Account and depositing for collection by Lender any check or item of payment received or delivered to Depository Bank or

Collection of Accounts and Payments. A blocked account (athe “Commercial Blocked Account”) shall have been established in the Borrower’s name with Administrative Agent, pursuant to which Administrative Agent shall have control over the Commercial Blocked Account in accordance herewith and with the Blocked Account Agreement, pursuant to which the Borrower shall direct all Account Debtors (other than Account Debtors obligated on Government Accounts) to directly remit and to which the Borrower shall remit all payments on Accounts of the Borrower (other than Government Accounts) and in which the Borrower will immediately deposit any all payments made for Inventory of the Borrower, if any, or services provided by the Borrower and all remittances and other proceeds of the Collateral (excluding the proceeds of Government Accounts) in the identical form in which such payment was made, whether by in cash or check by check. In addition, on or prior to the Closing Date, a blocked account (the “Government Blocked Account”) shall have been established in those depository accounts set forth on Exhibit L and identified thereon as Remote Depository Accounts. the Borrower’s name with Administrative Agent, pursuant to which the Borrower shall have control over the Government Blocked Account in accordance with the Blocked Account Agreement, pursuant to which the Borrower shall direct all Account Debtors (other than lay-away customers obligated on Government Accounts to directly remit and customers participating in to which the fost▇▇ ▇▇▇ent voucher or similar programs) to Borrower shall remit all payments to one on Government Accounts of the Remote Depository Borrower and all other proceeds of such Government Accounts in the identical form in which such payment was made, whether in cash or by check. All amounts deposited in the Special Deposit Account. Borrower shall grant to Lender Commercial Blocked Account and the Government Blocked Account will be automatically transferred, on a security interest in such Remote Depository Accountsdaily basis, pursuant to the terms of a Remote Depository Account Agreement, in form and substance reasonably acceptable to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a demand deposit account (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANK"“Demand Deposit Account”). Borrower shall grant to Lender a security interest in such Special The Demand Deposit Account pursuant to will be established in the terms Borrower’s name with the Administrative Agent. Notwithstanding the foregoing, the Borrower hereby irrevocably authorizes the Administrative Agent (either in its sole discretion or at the written direction of the Required Lenders) upon the occurrence of a Special Deposit Agreement pursuant Default or an Event of Default to which cause all deposits will amounts deposited in the Commercial Blocked Account to be wire transferred to Lender automatically transferred, on a daily basis, to a concentration account at the Administrative Agent’s offices in Chicago, Illinois (the “Cash Collateral Account”) during the period of such Default or Event of Default. Depository Bank In addition, upon the occurrence of a Default or an Event of Default the Borrower shall acknowledgetransfer, on a daily basis, all amounts in a manner satisfactory the Government Blocked Account to Lender, that: (i) the Cash Collateral Account during the period of such Default or Event of Default. The Borrower hereby agrees that all payments made to such Special Deposit Account are the sole property of Lender; (ii) Borrower has no right to retainCommercial Blocked Account, receive or direct funds deposited therein, (iii) Depository Bank has no right of setoff against received in the funds in such Special Deposit Cash Collateral Account; and (iv) Depository Bank will wire, or otherwise transferreceived by the Administrative Agent, whether in a manner satisfactory respect of the Accounts of the Borrower or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of the Administrative Agent for the ratable benefit of the Lenders, the Issuing Lender and Administrative Agent (to Lender, funds deposited in such Special Deposit the extent of the Liabilities). The Borrower further agrees that all payments made to the Commercial Blocked Account and the Government Blocked Account and transferred to Lender the Cash Collateral Account will be applied on a daily basis account of the Liabilities of the Borrower as soon as such funds are collected.follows: (ba) Lender each day’s available balance in respect of checks and other instruments received by the Administrative Agent in the Cash Collateral Account or otherwise at its offices in Chicago, Illinois will credit be credited by the Administrative Agent (conditional upon final collection) to the Borrower’s Loan Account and shall reduce outstandings on the Revolving Loans two (2) Business Days’ after receipt by the Administrative Agent, and (b) all cash payments received from by the Special Deposit Administrative Agent in the Cash Collateral Account or otherwise at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer of immediately available funds received by the Administrative Agent, will be credited by the Administrative Agent to the Borrower’s Loan AccountAccount on the receipt of immediately available funds by the Administrative Agent. If during the period of such Default or Event of Default, the Borrower and (or any Affiliatesdirector, shareholderofficer, directorsemployee, officers, employeesaffiliate, or agents of agent thereof) shall receive any payment from any Account Debtor (other than an Account Debtor obligated on a Government Account), the Borrower and hereby agrees that all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as such payments shall be the sole and exclusive property of Lenderthe Administrative Agent (to the extent of the Liabilities), any monies, checks, notes, drafts or any other and the Borrower shall hold such payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control in trust as the Administrative Agent’s trustee and immediately upon receipt thereof, shall remit deliver said payments to the same or cause the same to be remitted, in kind, to Lender Cash Collateral Account established pursuant to the Special Deposit Agreement or directly to Lender, at Lender's address set forth above. (c) this Section and shall be applied in accordance with this Section. The Borrower agrees to pay to Lender the Administrative Agent any and all Costs reasonable fees, costs and expenses which Lender the Administrative Agent incurs in connection with opening and maintaining the Special Deposit Commercial Blocked Account, the Government Blocked Account and the Cash Collateral Account for the Borrower and depositing for collection by Lender the Administrative Agent any check or item of payment received or and/or delivered to Depository Bank the Administrative Agent on account of the Borrower’s Liabilities. The Borrower shall cooperate with the Administrative Agent in the identification and reconciliation on a daily basis of all amounts received in the Commercial Blocked Account and the Government Blocked Account. If more than five percent (5%) of the amount of payments on the Accounts since the date of the most recent Revolving Loan is not identified or reconciled to the satisfaction of the Administrative Agent within five (5) Business Days of receipt, the Administrative Agent for the Lenders shall not be obligated to make further Revolving Loans until such amount is identified or is reconciled to the sole and absolute satisfaction of the Administrative Agent. The Administrative Agent may utilize its own staff or, if it deems necessary, engage an outside auditor, in either case at the Borrower’s expense, to make such examination and report as may be necessary to identify and reconcile such amount.

Collection of Accounts and Payments. Within thirty (a30) days of the Closing Date, a blocked account (the “Commercial Blocked Account”) shall have been established in the Borrower’s name with Lender, pursuant to which Lender shall have control over the Commercial Blocked Account in accordance with the Commercial Blocked Account Agreement, pursuant to which the Borrower shall direct (within forty-five (45) calendar days of the Closing Date) all Account Debtors (other than Account Debtors obligated on Government Accounts) to directly remit and to which the Borrower shall remit all payments on Accounts of the Borrower (other than Government Accounts) and in which the Borrower will immediately deposit any all payments made for Inventory of the Borrower, if any, or services provided by the Borrower and all remittances and other proceeds of the Collateral in the identical form in which such payment was made, whether by in cash or check by check. In addition, on or prior to the Closing Date, a blocked account (the “Government Blocked Account”) shall have been established in those depository accounts set forth on Exhibit L and identified thereon as Remote Depository Accounts. the Borrower’s name with Lender, pursuant to which the Borrower shall have control over the Government Blocked Account in accordance with the Government Blocked Account Agreement, pursuant to which the Borrower shall direct (within forty-five (45) calendar days of the Closing Date) all Account Debtors (other than lay-away customers obligated on Government Accounts to directly remit and customers participating in to which the fost▇▇ ▇▇▇ent voucher or similar programs) to Borrower shall remit all payments to one on Government Accounts of the Remote Depository Accounts Borrower and all other proceeds of the foregoing Collateral in the identical form in which such payment was made, whether in cash or by check. All amounts deposited in the Special Deposit Account. Borrower shall grant to Lender Commercial Blocked Account and the Government Blocked Account will be automatically transferred, on a security interest in such Remote Depository Accountsdaily basis, pursuant to the terms of a Remote Depository Account Agreement, in form and substance reasonably acceptable to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a demand deposit account (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANK"“Demand Deposit Account”). Borrower shall grant to Lender a security interest in such Special The Demand Deposit Account pursuant to the terms of a Special Deposit Agreement pursuant to which all deposits will be wire transferred to established in the (a) each day’s available balance in respect of checks and other instruments received by the Lender on a daily basis. Depository Bank shall acknowledge, in a manner satisfactory to Lender, that: (i) all payments made to such Special Deposit the Cash Collateral Account are the sole property of Lender; (ii) Borrower has no right to retain, receive or direct funds deposited therein, (iii) Depository Bank has no right of setoff against the funds in such Special Deposit Account; and (iv) Depository Bank will wire, or otherwise transferat its offices in Chicago, in a manner satisfactory to Lender, funds deposited in such Special Deposit Account to Illinois will be credited by the Lender on a daily basis as soon as such funds are collected. (b) Lender will credit (conditional upon final collection) to the Borrower’s Loan Account and shall reduce outstandings on the Revolving Loans two (2) Business Days’ after receipt by the Lender, and (b) all cash payments received from by the Special Deposit Lender in the Cash Collateral Account or otherwise at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer of immediately available funds received by the Lender, will be credited by the Lender to the Borrower’s Loan AccountAccount on the receipt of immediately available funds by the Lender. If during the period of such Default or Event of Default, the Borrower and (or any Affiliatesdirector, shareholderofficer, directorsemployee, officers, employeesaffiliate, or agents of agent thereof) shall receive any payment from any Account Debtor (other than an Account Debtor obligated on a Government Account), the Borrower and hereby agrees that all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as such payments shall be the sole and exclusive property of the Lender (to the extent of the Liabilities), and the Borrower shall hold such payments in trust as the Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control ’s trustee and immediately upon receipt thereof, shall remit deliver said payments to the same or cause the same to be remitted, in kind, to Lender Cash Collateral Account established pursuant to the Special Deposit Agreement or directly to Lender, at Lender's address set forth above. (c) this Section and shall be applied in accordance with this Section. The Borrower agrees to pay to the Lender any and all Costs reasonable fees, costs and expenses which the Lender incurs in connection with opening and maintaining the Special Deposit Commercial Blocked Account, the Government Blocked Account and the Cash Collateral Account for the Borrower and depositing for collection by the Lender any check or item of payment received or and/or delivered to Depository Bank the Lender on account of the Borrower’s Liabilities. The Borrower shall cooperate with the Lender in the identification and reconciliation on a daily basis of all amounts received in the Commercial Blocked Account and the Government Blocked Account. If more than five percent (5%) of the amount of payments on the Accounts since the date of the most recent Revolving Loan is not identified or reconciled to the satisfaction of the Lender within five (5) Business Days of receipt, the Lender shall not be obligated to make further Revolving Loans until such amount is identified or is reconciled to the sole and absolute satisfaction of the Lender. The Lender may utilize its own staff or, if it deems necessary, engage an outside auditor, in either case at the Borrower’s expense, to make such examination and report as may be necessary to identify and reconcile such amount.

Collection of Accounts and Payments. Each Borrower shall establish a lockbox (aindividually, a "Blocked Account" and collectively, the "Blocked Accounts") in such Borrower's name with a bank acceptable to Lender (each, a "Collecting Bank") (subject to irrevocable instructions acceptable to Lender as hereinafter set forth) to which all Contract Obligors and other Contract Rights Payors in respect of Contracts payable to such Borrower shall directly remit all Remittances on such Contracts and in which such Borrower will immediately deposit all Remittances received by such Borrower or any and all remittances and other cash payments constituting proceeds of the Collateral in the identical form in which such Remittance or such other payment was madereceived, whether by cash cash, check, wire transfer or check in those other instrument. In addition, Lender shall establish a depository accounts set forth on Exhibit L and identified thereon as Remote Depository Accounts. Borrower shall direct all Account Debtors (other than lay-away customers and customers participating in the fost▇▇ ▇▇▇ent voucher or similar programs) to remit all payments to one of the Remote Depository Accounts or the Special Deposit Account. Borrower shall grant to Lender account at a security interest in such Remote Depository Accounts, pursuant to the terms of a Remote Depository Account Agreement, in form and substance reasonably acceptable to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a deposit account centrally located bank (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANKLender's Depository Account"). Borrower shall grant to Lender a security interest in such Special Deposit Account pursuant to the terms of a Special Deposit Agreement pursuant to which all deposits will be wire transferred to Lender on a daily basis. Depository Each Collecting Bank shall acknowledgeacknowledge and agree, in a manner satisfactory to Lender, that: (i) that all payments made to such Special Deposit Account the Blocked Accounts are the sole and exclusive property of Lender; (ii) Borrower has no right to retain, receive or direct funds deposited therein, (iii) Depository Lender and that such Collecting Bank has no right of setoff against any Blocked Account and that all such payments received will be promptly transferred to the funds in such Special Deposit Account; and (iv) Lender's Depository Bank will wire, or otherwise transfer, in a manner satisfactory to Lender, funds deposited in such Special Deposit Account to Lender on a daily basis as soon as such funds are collected. (b) Lender will credit (conditional upon final collection) basis. Each Loan Party hereby agrees that all payments received from by Lender, whether by cash, check, wire transfer or any other instrument, made to any such Blocked Account or otherwise received by Lender and whether on the Special Deposit Account to Contracts or as proceeds of other Collateral or otherwise will be the Loan Accountsole and exclusive property of Lender. Borrower shall irrevocably instruct each Collecting Bank that such Collecting Bank shall promptly transfer all payments or deposits to each Blocked Account into the Lender's Depository Account on a daily basis. Each Loan Party, and any of its Affiliates, shareholder, directors, officers, employees, agents or agents of Borrower and all other Persons acting for or in concert with Borrower such Loan Party, shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or and/or proceeds of Accounts Contracts or other Collateral which come into their the possession or under their the control of such Loan Party or any of such Loan Party's Affiliates, employees, agents or other Persons acting for or in concert with such Loan Party, and immediately upon receipt thereof, such Loan Party or such Persons shall remit the same or cause the same to be remitted, in kind, to Lender pursuant to the Special Deposit Agreement a Blocked Account or directly to Lender, by deposit directly into the Lender's Depository Account or at Lender's address set forth abovein subsection 9.6 below. (c) Borrower agrees to pay to Lender any and all Costs which Lender incurs in connection with the Special Deposit Account and depositing for collection by Lender any check or item of payment received or delivered to Depository Bank or

Collection of Accounts and Payments. Borrower shall establish lockboxes and blocked accounts (acollectively, "Blocked Accounts") in Borrower's name with such 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 any and all remittances and payments made for Inventory or other payments constituting proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check in those depository accounts set forth on Exhibit L check. The Collecting Banks shall acknowledge and identified thereon as Remote Depository Accounts. Borrower shall direct all Account Debtors (other than lay-away customers and customers participating in the fost▇▇ ▇▇▇ent voucher or similar programs) to remit all payments to one of the Remote Depository Accounts or the Special Deposit Account. Borrower shall grant to Lender a security interest in such Remote Depository Accounts, pursuant to the terms of a Remote Depository Account Agreement, in form and substance reasonably acceptable to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a deposit account (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANK"). Borrower shall grant to Lender a security interest in such Special Deposit Account pursuant to the terms of a Special Deposit Agreement pursuant to which all deposits will be wire transferred to Lender on a daily basis. Depository Bank shall acknowledgeagree, in a manner satisfactory to LenderAgent, that: (i) 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 to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent'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 made to such Special Deposit Account are 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 Lender; (ii) Agent, for the benefit of itself and Lenders. Borrower has no right shall irrevocably instruct each Collecting Bank to retain, receive promptly transfer all payments or direct funds deposited therein, (iii) Depository Bank has no right of setoff against deposits to the funds in such Special Deposit Blocked Accounts into Agent's Account; and (iv) Depository Bank will wire. If Borrower, or otherwise transfer, in a manner satisfactory to Lender, funds deposited in such Special Deposit Account to Lender on a daily basis as soon as such funds are collected. (b) Lender will credit (conditional upon final collection) all payments received from the Special Deposit Account to the Loan Account. Borrower and any if its Affiliates, shareholder, directors, officers, employees, agents or agents of Borrower and all Persons other Person acting for or in concert with Borrower shallBorrower, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, shall receive any monies, checks, notes, drafts or any other payments relating to or and/or proceeds of Accounts or other Collateral which come into their possession Collateral, Borrower or under their control and such Person shall hold such instrument or funds in trust for Agent, and, immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender pursuant the Blocked Accounts or to the Special Deposit Agreement or directly to Lender, Agent at Lender's its address set forth in subsection 10.3 below. Notwithstanding anything set forth above, while Agent has previously notified each Collecting Bank to transfer all payments or deposits made to the Blocked Account to Borrower's account as set forth in such notice; if at any time hereafter the Average Daily Availability for the three-month period ending on the last day of the most recent calendar month is less than $17,500,000.00, 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. (c) Borrower agrees to pay to Lender any and all Costs which Lender incurs in connection with the Special Deposit Account and depositing for collection by Lender any check or item of payment received or delivered to Depository Bank or"

Collection of Accounts and Payments. Agent shall establish lockboxes and blocked accounts (acollectively, "Blocked Accounts") with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which Borrower shall instruct all account debtors to directly remit all payments on Accounts and in which Borrower will immediately deposit any and all remittances and payments made for Inventory or other payments constituting proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check in those depository accounts set forth on Exhibit L check. The Collecting Banks shall acknowledge and identified thereon as Remote Depository Accounts. Borrower shall direct all Account Debtors (other than lay-away customers and customers participating in the fost▇▇ ▇▇▇ent voucher or similar programs) to remit all payments to one of the Remote Depository Accounts or the Special Deposit Account. Borrower shall grant to Lender a security interest in such Remote Depository Accounts, pursuant to the terms of a Remote Depository Account Agreement, in form and substance reasonably acceptable to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a deposit account (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANK"). Borrower shall grant to Lender a security interest in such Special Deposit Account pursuant to the terms of a Special Deposit Agreement pursuant to which all deposits will be wire transferred to Lender on a daily basis. Depository Bank shall acknowledgeagree, in a manner satisfactory to LenderAgent, that: (i) 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 to 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 made to such Special Deposit Account are 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 Lender; (ii) Agent, for the benefit of Lenders. Borrower has no right shall irrevocably instruct each Collecting Bank to retain, receive promptly transfer all payments or direct funds deposited therein, (iii) Depository Bank has no right of setoff against deposits to the funds Blocked Accounts in such Special Deposit to Agent's Account; and (iv) Depository Bank will wire. If Borrower, or otherwise transfer, in a manner satisfactory to Lender, funds deposited in such Special Deposit Account to Lender on a daily basis as soon as such funds are collected. (b) Lender will credit (conditional upon final collection) all payments received from the Special Deposit Account to the Loan Account. Borrower and any of its Affiliates, shareholder, directors, officers, employees, agents or agents of Borrower and all other Persons acting for or in concert with Borrower shallBorrower, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, shall receive any monies, checks, notes, drafts or any other payments relating to or and/or proceeds of Accounts or other Collateral which come into their possession Collateral, Borrower or under their control such Persons shall hold such instrument or funds in trust for Agent and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender pursuant the Blocked Accounts or to the Special Deposit Agreement or directly to Lender, Agent at Lender's its address set forth abovein subsection 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. (c) Borrower agrees to pay to Lender any and all Costs which Lender incurs in connection with the Special Deposit Account and depositing for collection by Lender any check or item of payment received or delivered to Depository Bank or

Collection of Accounts and Payments. Borrower shall establish lockboxes and blocked accounts (acollectively, “Blocked Accounts”) in Borrower’s name with such 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 any and all remittances and payments made for Inventory or other payments constituting proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check in those depository accounts set forth on Exhibit L check. The Collecting Banks shall acknowledge and identified thereon as Remote Depository Accounts. Borrower shall direct all Account Debtors (other than lay-away customers and customers participating in the fost▇▇ ▇▇▇ent voucher or similar programs) to remit all payments to one of the Remote Depository Accounts or the Special Deposit Account. Borrower shall grant to Lender a security interest in such Remote Depository Accounts, pursuant to the terms of a Remote Depository Account Agreement, in form and substance reasonably acceptable to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a deposit account (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANK"). Borrower shall grant to Lender a security interest in such Special Deposit Account pursuant to the terms of a Special Deposit Agreement pursuant to which all deposits will be wire transferred to Lender on a daily basis. Depository Bank shall acknowledgeagree, in a manner satisfactory to LenderAgent, that: (i) 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 to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent’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 made to such Special Deposit Account are 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 Lender; (ii) Agent, for the benefit of itself and Lenders. Borrower has no right shall irrevocably instruct each Collecting Bank to retain, receive promptly transfer all payments or direct funds deposited therein, (iii) Depository Bank has no right of setoff against deposits to the funds in such Special Deposit Blocked Accounts into Agent’s Account; and (iv) Depository Bank will wire. If Borrower, or otherwise transfer, in a manner satisfactory to Lender, funds deposited in such Special Deposit Account to Lender on a daily basis as soon as such funds are collected. (b) Lender will credit (conditional upon final collection) all payments received from the Special Deposit Account to the Loan Account. Borrower and any if its Affiliates, shareholder, directors, officers, employees, agents or agents of Borrower and all Persons other Person acting for or in concert with Borrower shallBorrower, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, shall receive any monies, checks, notes, drafts or any other payments relating to or and/or proceeds of Accounts or other Collateral which come into their possession Collateral, Borrower or under their control and such Person shall hold such instrument or funds in trust for Agent, and, immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender pursuant the Blocked Accounts or to the Special Deposit Agreement or directly to Lender, Agent at Lender's its address set forth in subsection 10.3 below. Notwithstanding anything set forth above, while Agent has previously notified each Collecting Bank to transfer all payments or deposits made to the Blocked Account to Borrower’s account as set forth in such notice; if at any time hereafter the Average Daily Availability for the three-month period ending on the last day of the most recent calendar month is less than $17,500,000.00, 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.” (c) 2.07 Amendment to Section 11.1 of the Loan Agreement; Amendment and Restatement of Definitions. Effective as of the Effective Date, the following definitions contained in Section 11.1 of the Loan Agreement are hereby amended and restated in their entirety to read as follows: “‘Availability’ means the excess, if any, of the Borrowing Base over the sum of the Revolving Loan and Letter of Credit Reserve. ‘Closing Date Mortgaged Property’ means the Mortgaged Property owned by Borrower agrees on the Closing Date, provided that Agent has a first priority Lien on such Mortgaged Property, subject to pay Permitted Encumbrances. If subsequent to Lender any and all Costs which Lender incurs in connection with the Special Deposit Account and depositing for collection by Lender any check Closing Date Agent ceases to have a first priority Lien on such Mortgaged Property or item of payment received such Mortgaged Property is sold or delivered otherwise transferred, such Mortgaged Property shall cease to Depository Bank orconstitute Closing Date Mortgaged Property.

Collection of Accounts and Payments. Each Borrower shall establish lock box accounts (a"Lock Box Accounts") and blocked accounts (the "Blocked Accounts") with Agent and with such banks as are reasonably acceptable to Agent (collectively, the "Collecting Banks") to which all Account Debtors shall directly remit all payments on Accounts and in which each Borrower will immediately deposit any all cash and all remittances other payments made for Inventory and other payments constituting proceeds of the Collateral in the identical form in which such payment was payments were made, whether by cash or check in those depository accounts set forth on Exhibit L check. The Collecting Banks shall acknowledge and identified thereon as Remote Depository Accounts. Borrower shall direct all Account Debtors (other than lay-away customers and customers participating in the fost▇▇ ▇▇▇ent voucher or similar programs) to remit all payments to one of the Remote Depository Accounts or the Special Deposit Account. Borrower shall grant to Lender a security interest in such Remote Depository Accounts, pursuant to the terms of a Remote Depository Account Agreement, in form and substance reasonably acceptable to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a deposit account (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANK"). Borrower shall grant to Lender a security interest in such Special Deposit Account pursuant to the terms of a Special Deposit Agreement pursuant to which all deposits will be wire transferred to Lender on a daily basis. Depository Bank shall acknowledge, agree in a manner satisfactory to Lender, that: (i) Agent that all payments made to such Special Deposit Account the Lock Box Accounts and the Blocked Accounts are the sole and exclusive property of Lender; (ii) Borrower has Agent, that the Collecting Banks have no right to retain, receive or direct funds deposited therein, (iii) Depository Bank has no right of setoff against the funds in such Special Deposit Account; Lock Box Accounts or Blocked Accounts and (iv) Depository Bank that the Collecting Banks will wire, wire or otherwise transfer, transfer immediately available funds in a manner satisfactory to LenderAgent, funds deposited in such Special Deposit Account into the Lock Box Accounts and Blocked Accounts to Lender Agent on a daily basis as soon as such funds are collected.. Each Borrower hereby agrees that all payments made to the Lock Box Accounts, Blocked Accounts or otherwise received by the Collecting Banks or Agent, whether on the Accounts or as proceeds of such Borrower's other Collateral or otherwise will be the sole and exclusive property of Agent and will be applied on account of such Borrower's Revolving Loans and the other Liabilities as follows: (bi) Lender 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 Chicago, Illinois, Agent will credit (conditional upon final collection) all such payments to such Borrower's Loan Account and (ii) all cash payments received from the Special Deposit Account 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 account of Agent on the date received, will be credited to such Borrower's Loan AccountAccount immediately upon receipt. Application on account of the Liabilities shall be made by Agent (i) first to all Base Rate Advances and (ii) only when no Base Rate Advances are outstanding to LIBOR Rate Advances. Each Borrower and any each of its Affiliates, shareholderSubsidiaries, shareholders, directors, officers, employees, agents or agents of Borrower and all those Persons acting for or in concert with such Borrower shall, acting as trustee for LenderAgent, receive, as the sole and exclusive property of LenderAgent, any monies, checks, notes, drafts or any other payments payment relating to or and/or proceeds of such Borrower's Accounts or other Collateral which come into their the possession or under their the control of such Borrower or any of its Affiliates, Subsidiaries, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with such Borrower and immediately upon receipt thereof, such Borrower shall remit the same or cause the same to be remitted, in kind, to Lender pursuant to the Special Deposit Agreement or directly to LenderAgent, at LenderAgent's address set forth above. (c) below. Each Borrower agrees to pay to Lender Agent any and all Costs fees, costs and expenses which Lender Agent incurs in connection with the Special Deposit Account opening and maintaining such Borrower's Lock Box Accounts and Blocked Accounts and depositing for collection by Lender Agent any check or item of payment received or and/or delivered to Depository any Collecting Bank oror Agent, respectively, on account of the Liabilities and such Borrower further agrees to reimburse Agent for any claims asserted by the Collecting Banks in connection with such Borrower's Blocked Accounts and any amounts paid to any Collecting Bank arising out of Agent's indemnification of such Collecting Bank against damages incurred by such Person in the operation of any Blocked Account.

Collection of Accounts and Payments. Borrower shall establish a blocked ----------------------------------- concentration account (athe "Blocked Account") in Borrower's name with such bank ("Collecting Bank") as is acceptable to Lender (subject to irrevocable instructions acceptable to Lender as hereinafter set forth) in which Borrower will immediately deposit any and or cause to be promptly deposited all remittances and payments made for Inventory or other payments constituting proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check in those depository accounts set forth on Exhibit L and identified thereon as Remote Depository Accounts. Borrower shall direct all Account Debtors (check, other than lay-away customers and customers participating deposits in the fost▇▇ ▇▇▇ent voucher or similar programs) to remit all payments to one deposit accounts for retail stores, where funds in excess of the Remote Depository Accounts or the Special Deposit Account. Borrower shall grant to Lender a security interest in minimum deposit of $2,000 required for each such Remote Depository Accounts, pursuant to the terms of a Remote Depository Account Agreement, in form and substance reasonably acceptable to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts account shall be transferred each day to a deposit account (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANK"). Borrower shall grant to Lender a security interest in such Special Deposit Account pursuant no less often than weekly to the terms of a Special Deposit Agreement pursuant to which all deposits will be wire transferred to Lender on a daily basisBlocked Account. Depository The Collecting Bank shall acknowledgeacknowledge and agree, in a manner satisfactory to Lender, that: (i) that all payments made to such Special Deposit the Blocked Account are the sole and exclusive property of Lender; (ii) Borrower has no right to retain, receive or direct funds deposited therein, (iii) Depository and that the Collecting Bank has no right of setoff against the funds in Blocked Account and that all such Special Deposit Account; and (iv) Depository Bank payments received will wire, or otherwise transfer, in a manner satisfactory be promptly transferred to Lender, funds deposited in such Special Deposit Account to Lender on a daily basis as soon as such funds are collected. (b) Lender will credit (conditional upon final collection) 's Account. Borrower hereby agrees that all payments received from by Lender, whether by cash, check, wire transfer or any other instrument, made to such Blocked Account or otherwise received by Lender and whether on the Special Deposit Account Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Lender. Borrower shall irrevocably instruct the Collecting Bank to promptly transfer all payments or deposits to the Loan Blocked Account into Lender's Account. Borrower Borrower, and any of its Affiliates, shareholder, directors, officers, employees, agents or agents of Borrower and all other Persons acting for or in concert with Borrower Borrower, shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or and/or proceeds of Accounts or other Collateral which come into their the possession or under their 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 Account or to Lender pursuant to the Special Deposit Agreement or directly to Lender, at Lender's its address set forth above. (c) in subsection 9.6 below no less often than weekly. Borrower hereby further -------------- agrees to pay to Lender that any and all Costs which Lender incurs in connection bank accounts opened after the date hereof shall comply fully with the Special Deposit Account and depositing for collection by Lender provisions of this subsection 5.6, including, but not limited to, the -------------- requirement that all funds in any check or item of payment received or delivered such accounts be transferred no less often than weekly to Depository Bank orthe Blocked Accounts.

Collection of Accounts and Payments. On or prior to the Closing Date (aunless Administrative Agent in its sole discretion extends the date for execution and delivery thereof), a commercial blocked account (collectively, the “Commercial Blocked Account”) shall have been established in Hospital District’s name with a depository bank acceptable to Administrative Agent in its sole discretion, pursuant to which Administrative Agent shall have control over the Commercial Blocked Account in accordance with the Blocked Account Agreement, pursuant to which Borrower will shall and shall cause Hospital District to direct (within sixty (60) calendar days of the Closing Date) all Account Debtors resulting from services provided at the Facilities (other than Account Debtors obligated on Government Accounts) to directly remit and to which Borrower shall and shall cause Hospital District to remit all payments on Accounts of Hospital District resulting from services provided at the Facilities (other than Government Accounts) and in which Borrower shall and shall cause Hospital District to immediately deposit any all payments made for services provided by Borrower or Hospital District at the Facilities and all remittances and other proceeds of the Collateral (including the proceeds of Private Pay Accounts, but excluding the proceeds of Government Accounts) in the identical form in which such payment was made, whether in cash or by check. Notwithstanding anything to the contrary contained herein, in no event shall the phrase “Accounts resulting from services provided at the Facilities” or like phrases include Supplemental QIPP Accounts or Supplemental and IGT QIPP Payments. In addition, on or prior to the Closing Date (unless Administrative Agent in its sole discretion extends the date for execution and delivery thereof), a government blocked account (collectively, the “Government Blocked Account”) shall have been established in Hospital District’s name with a depository bank acceptable to Administrative Agent in its sole discretion, pursuant to which Hospital District shall have control over the Government Blocked Account in accordance with the Blocked Account Agreement, pursuant to which Borrower shall and shall cause Hospital District to direct (within sixty (60) calendar days of the Closing Date) all Account Debtors resulting from services provided at the Facilities obligated on Government Accounts to directly remit and to which Borrower shall and shall cause Hospital District to remit all payments on Government Accounts of Borrower or Hospital District resulting from services provided at the Facilities and all other proceeds of the foregoing Collateral in the identical form in which such payment was made, whether by in cash or check in those depository accounts set forth on Exhibit L and identified thereon as Remote Depository Accountsby check. Borrower shall direct all Account Debtors (other than lay-away customers and customers participating All amounts deposited in the fost▇▇ ▇▇▇ent voucher or similar programs) Government Blocked Account will be automatically transferred, on a daily basis, to remit all payments to one of the Remote Depository Accounts or the Special Deposit a respective Commercial Blocked Account. Borrower shall grant to Lender Until the occurrence of an Event of Default, all amounts deposited in the Commercial Blocked Account will be wire transferred, on at least a security interest in such Remote Depository Accountsweekly basis, pursuant to the terms of a Remote Depository Account Agreement, in form and substance reasonably acceptable to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a demand deposit account (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANK"“Demand Deposit Account”). Borrower shall grant to Lender a security interest in such Special The Demand Deposit Account pursuant to will be established in Borrower’s name with Administrative Agent. Notwithstanding the terms foregoing, the Borrower hereby irrevocably authorizes the Administrative Agent (either in its sole discretion or at the written direction of the Required Lenders) upon the occurrence of a Special Default or an Event of Default to cause all amounts deposited in the Commercial Blocked Account and/or Demand Deposit Agreement pursuant Account to which all deposits will be wire transferred to Lender automatically transferred, on a daily basis, to a concentration account at the Administrative Agent’s offices in Chicago, Illinois (the “Cash Collateral Account”) during the period of such Default or Event of Default. Depository Bank shall acknowledge, in a manner satisfactory to Lender, that: (i) The Borrower hereby agrees that all payments made to such Special Deposit Account are received in the sole property of Lender; (ii) Borrower has no right to retain, receive or direct funds deposited therein, (iii) Depository Bank has no right of setoff against the funds in such Special Deposit Cash Collateral Account; and (iv) Depository Bank will wire, or otherwise transfer, in a manner satisfactory to Lender, funds deposited in such Special Deposit Account to Lender on a daily basis as soon as such funds are collected. (b) Lender will credit (conditional upon final collection) all payments received from by the Special Deposit Account to the Loan Account. Borrower and any Affiliates, shareholder, directors, officers, employees, or agents of Borrower and all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender pursuant to the Special Deposit Agreement or directly to Lender, at Lender's address set forth above. (c) Borrower agrees to pay to Lender any and all Costs which Lender incurs in connection with the Special Deposit Account and depositing for collection by Lender any check or item of payment received or delivered to Depository Bank orAdministrative Agent,

Collection of Accounts and Payments. (a) Notwithstanding any provision to the contrary contained herein, this Section 4.3(a) shall apply to all Borrowers other than Capmark Borrowers and their respective Account Debtors. Within thirty (30) days of the Closing Date, a blocked account (the “Commercial Blocked Account”) shall have been established in the Borrower’s name with Lender, pursuant to which Lender shall have control over the Commercial Blocked Account in accordance with the Blocked Account Agreement, pursuant to which the Borrower shall direct (within forty-five (45) calendar days of the Closing Date) all Account Debtors (other than Account Debtors obligated on Government Accounts) to directly remit and to which the Borrower shall remit all payments on Accounts of the Borrower (other than Government Accounts) and in which the Borrower will immediately deposit any all payments made for Inventory of the Borrower, if any, or services provided by the Borrower and all remittances and other proceeds of the Collateral in the identical form in which such payment was made, whether by in cash or check by check. In addition, on or prior to the Closing Date, a blocked account (the “Government Blocked Account”) shall have been established in those depository accounts set forth on Exhibit L and identified thereon as Remote Depository Accounts. the Borrower’s name with Lender, pursuant to which the Borrower shall have control over the Government Blocked Account in accordance with the Blocked Account Agreement, pursuant to which the Borrower shall direct (within forty-five (45) calendar days of the Closing Date) all Account Debtors (other than lay-away customers obligated on Government Accounts to directly remit and customers participating in to which the fost▇▇ ▇▇▇ent voucher or similar programs) to Borrower shall remit all payments to one on Government Accounts of the Remote Depository Accounts Borrower and all other proceeds of the foregoing Collateral in the identical form in which such payment was made, whether in cash or by check. All amounts deposited in the Special Deposit Account. Borrower shall grant to Lender Commercial Blocked Account and the Government Blocked Account will be automatically transferred, on a security interest in such Remote Depository Accountsdaily basis, pursuant to the terms of a Remote Depository Account Agreement, in form and substance reasonably acceptable to Lender, which agreement shall provide, inter alia that all funds deposited into such Remote Depository Accounts shall be transferred each day to a demand deposit account (the "SPECIAL DEPOSIT ACCOUNT") with Texas Commerce Bank National Association, or such other banking institution as Lender shall reasonably approve (the "DEPOSITORY BANK"“Demand Deposit Account”). Borrower shall grant to Lender a security interest in such Special The Demand Deposit Account pursuant to will be established in the terms Borrower’s name with the Lender. Notwithstanding the foregoing, the Borrower hereby irrevocably authorizes the Lender upon the occurrence of a Special Deposit Agreement pursuant Default or an Event of Default to which cause all deposits will amounts deposited in the Commercial Blocked Account to be wire transferred to Lender automatically transferred, on a daily basis, to a concentration account at the Lender’s offices in Chicago, Illinois (the “Cash Collateral Account”) during the period of such Default or Event of Default. Depository Bank shall acknowledgeIn addition, upon the (a) each day’s available balance in a manner satisfactory to Lender, that: (i) all payments made to such Special Deposit respect of checks and other instruments received by the Lender in the Cash Collateral Account are the sole property of Lender; (ii) Borrower has no right to retain, receive or direct funds deposited therein, (iii) Depository Bank has no right of setoff against the funds in such Special Deposit Account; and (iv) Depository Bank will wire, or otherwise transferat its offices in Chicago, in a manner satisfactory to Lender, funds deposited in such Special Deposit Account to Illinois will be credited by the Lender on a daily basis as soon as such funds are collected. (b) Lender will credit (conditional upon final collection) to the Borrower’s Loan Account and shall reduce outstandings on the Revolving Loans two (2) Business Days’ after receipt by the Lender, and (b) all cash payments received from by the Special Deposit Lender in the Cash Collateral Account or otherwise at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer of immediately available funds received by the Lender, will be credited by the Lender to the Borrower’s Loan AccountAccount on the receipt of immediately available funds by the Lender. If during the period of such Default or Event of Default, the Borrower and (or any Affiliatesdirector, shareholderofficer, directorsemployee, officers, employeesaffiliate, or agents of agent thereof) shall receive any payment from any Account Debtor (other than an Account Debtor obligated on a Government Account), the Borrower and hereby agrees that all Persons acting for or in concert with Borrower shall, acting as trustee for Lender, receive, as such payments shall be the sole and exclusive property of the Lender (to the extent of the Liabilities), and the Borrower shall hold such payments in trust as the Lender, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control ’s trustee and immediately upon receipt thereof, shall remit deliver said payments to the same or cause the same to be remitted, in kind, to Lender Cash Collateral Account established pursuant to the Special Deposit Agreement or directly to Lender, at Lender's address set forth above. (c) this Section and shall be applied in accordance with this Section. The Borrower agrees to pay to the Lender any and all Costs reasonable fees, costs and expenses which the Lender incurs in connection with opening and maintaining the Special Deposit Commercial Blocked Account, the Government Blocked Account and the Cash Collateral Account for the Borrower and depositing for collection by the Lender any check or item of payment received or and/or delivered to Depository Bank the Lender on account of the Borrower’s Liabilities. The Borrower shall cooperate with the Lender in the identification and reconciliation on a daily basis of all amounts received in the Commercial Blocked Account and the Government Blocked Account. If more than five percent (5%) of the amount of payments on the Accounts since the date of the most recent Revolving Loan is not identified or reconciled to the satisfaction of the Lender within five (5) Business Days of receipt, the Lender shall not be obligated to make further Revolving Loans until such amount is identified or is reconciled to the sole and absolute satisfaction of the Lender. The Lender may utilize its own staff or, if it deems necessary, engage an outside auditor, in either case at the Borrower’s expense, to make such examination and report as may be necessary to identify and reconcile such amount. (b) Notwithstanding any provision to the contrary contained herein, this Section 4.3(b) shall apply solely to the Capmark Borrowers and their respective Account Debtors. Within thirty (30) days of the Closing Date, a blocked account (the “Capmark Commercial Blocked Account”) shall have been established in the Borrower’s name with Lender, pursuant to which Lender and Capmark (subject to the Capmark Intercreditor Agreement) shall have control over the Capmark Commercial Blocked Account in accordance with the Capmark Blocked Account Agreement, and pursuant to which the Borrower shall direct (within forty-five (45) calendar days of the Closing Date) all Account Debtors (other than Account Debtors obligated on Government Accounts) to directly remit and into which the Borrower shall remit all payments (a) each day’s available balance in respect of checks and other instruments received by the Lender in the Capmark Cash Collateral Account or otherwise at its offices in Chicago, Illinois will be credited by the Lender (conditional upon final collection) to the Borrower’s Loan Account and shall reduce outstandings on the Revolving Loans two (2) Business Days’ after receipt by the Lender, and (b) all cash payments received by the Lender in the Capmark Cash Collateral Account or otherwise at its offices in Chicago, Illinois, including, without limitation, payments made by wire transfer of immediately availa ble funds received by the Lender, will be credited by the Lender to the Borrower’s Loan Account on the receipt of immediately available funds by the Lender. If during the period of such Default or Event of Default (but prior to a Possession Date), the Borrower (or any director, officer, employee, affiliate, or agent thereof) shall receive any payment from any Account Debtor (other than an Account Debtor obligated on a Government Account), the Borrower hereby agrees that all such payments shall be the sole and exclusive property of the Lender (to the extent of the Liabilities and subject to the Capmark Intercreditor Agreement), and the Borrower shall hold such payments in trust as the Lender’s trustee and immediately deliver said payments to the Capmark Cash Collateral Account established pursuant to this Section and shall be applied in accordance with this Section. The Borrower hereby irrevocably authorizes the Lender and agrees that upon the occurrence of a Possession Date all amounts deposited in the Capmark Commercial Blocked Account and automatically transferred to the Capmark Cash Collateral Account will remain in the Capmark Cash Collateral Account from and after the Possession Date subject to the Capmark Intercreditor Agreement. The Borrower hereby agrees that upon the occurrence of a Possession Date, all amounts deposited in the Capmark Government Blocked Account will be automatically transferred to the Capmark Cash Collateral Account and will remain in the Capmark Cash Collateral Account from and after the Possession Date subject to the Capmark Intercreditor Agreement. The Capmark Cash Collateral Account shall be maintained with the Lender for the benefit of Capmark, subject in all cases to the Capmark Intercreditor Agreement. The Borrower agrees to pay to the Lender any and all reasonable fees, costs and expenses which the Lender incurs in connection with opening and maintaining the Capmark Commercial Blocked Account, the Capmark Government Blocked Account and the Capmark Cash Collateral Account for the Borrower and depositing for collection by the Lender or Capmark any check or item of payment received and/or delivered to the Lender. The Borrower shall cooperate with the Lender in the identification and reconciliation on a daily basis of all amounts received in the Capmark Commercial Blocked Account and the Capmark Government Blocked Account. (c) Notwithstanding any provision to the contrary contained herein, including, without limitation, the defined term “Borrowing Base”, in no event shall any Capmark Borrower be able to request or borrow any Loan or be able to utilize its Accounts to secure or support any Loans until (i) execution and delivery by all parties of the Capmark Blocked Account Agreement; (ii) execution and delivery by all parties of the Capmark Intercreditor Agreement; and (iii) evidence that the Capmark Borrowers’ Account Debtors have been instructed and directed to send all payments with respect to each Account to the Capmark Commercial Blocked Account and the Capmark Government Blocked Account and any other conditions agreed to by Lender, Capmark and Borrowers (collectively, the “Capmark Conditions”). Until satisfaction of the Capmark Conditions, the Lender agrees not to perfect its security interest in the Collateral granted to Lender by the Capmark Borrowers hereunder. If the Capmark Conditions are not satisfied within forty-five (45) calendar days of the Closing Date or such additional period of time as approved by Lender and Capmark, then the Lender further agrees to amend this Agreement and the Financing Agreements to remove the Capmark Borrowers as a Borrower and this Agreement and the Financing Agreements shall be of no further force and effect with respect to the Capmark Borrowers. To the extent of any inconsistency between this Agreement and that certain letter of even date herewith by and among the Capmark Borrowers, the Lender and Capmark (the “Side Letter”), the Side Letter shall control.